Common use of Shelf Registration Statement Clause in Contracts

Shelf Registration Statement. (a) The Company: (A) shall cause to be filed with the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. In connection with the shelf registration statement to be filed by the Company in accordance with Section 2.1 of this Agreement, the Company will use commercially reasonable efforts to: (a) The Company: (Ai) shall cause to be filed prepare and file with the SEC, on or before December 31, 2001, a SEC the shelf registration statement (the "Shelf Registration Statement") on an appropriate form (which shall be on Form S-3 if the Company is then eligible to use Form S-3) covering the applicable Registrable Securities, (ii) file amendments thereto as warranted, (iii) seek the effectiveness thereof as soon as practicable, and (iv) file with the SEC prospectuses and prospectus supplements as may be required and as reasonably necessary in order to permit the offer and sale of such Registrable Securities in accordance with the applicable plan of distribution; (b) (i) within a reasonable time prior to the filing of the shelf registration statement, any prospectus, any amendment to a registration statement, amendment or supplement to a prospectus or any free writing prospectus (in each case including all exhibits filed therewith), provide copies of such documents to the selling Holders and their counsel; and fairly consider such reasonable changes in any such documents prior to the filing thereof as the counsel to the Holders may request; (c) use all reasonable efforts to cause the shelf registration statement and the related prospectus and any amendment or supplement thereto, as of the effective date of such registration statement, amendment or supplement and during the distribution of the registered Registrable Securities (x) to comply in all material respects with the requirements of the Securities Act (including the rules and regulations promulgated thereunder) and (y) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (d) notify each Holder as soon as reasonably practicable, and, if requested by such Holder, confirm such advice in writing, (i) when the shelf registration statement has become effective and when any post-effective amendments and supplements thereto become effective if such shelf registration statement or post-effective amendment is not automatically effective upon filing pursuant to Rule 462 under the Securities Act, relating solely to (ii) of the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective issuance by the SEC as soon as practicable thereafteror any state securities authority of any stop order, but in no event later than June 30, 2002; provided, however, that no Holder (injunction or other than order or requirement suspending the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders effectiveness of the Registrable Securities during each Permitted Trading Period shelf registration statement or the initiation of any proceedings for that purpose, (as defined belowiii) for the Holders subject to Section 2.6(a)if, or at all times (except during a General Blackout Period) for all other Holders, beginning on between the effective date of the Shelf Registration Statement shelf registration statement and ending on the earlier closing of (i) any sale of securities covered thereby pursuant to any agreement to which the date on which Company is a party, the representations and warranties of the Company contained in such agreement cease to be true and correct in all material respects or if the Company receives any notification with respect to the suspension of the qualification of the Registrable Securities covered by for sale in any jurisdiction or the initiation of any proceeding for such Shelf Registration may purpose, and (iv) of the happening of any event during the period the shelf registration statement is effective as a result of which such shelf registration statement or the related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be sold pursuant stated therein or necessary to Rule 144(kmake the statements therein not misleading; (e) under furnish Holders with copies of any correspondence with the SEC or any state securities authority relating to the shelf registration statement or prospectus; (f) comply with all applicable rules and regulations of the SEC, including making available to its security holders an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor similar provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (then in any such case, such period being called the "Shelf Registration Period"force); provided, however, that prior to and (g) obtain the termination withdrawal of such Shelf Registration pursuant to clause (i), any order suspending the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders effectiveness of the Registration, of counsel for shelf registration statement at the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SECearliest possible time. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. (a) The Company: As soon as practicable but no later than thirty (A30) calendar days after the date hereof (the “Filing Date”), the Company shall cause to be filed prepare and file with (or confidentially submit to) the SEC, on or before December 31, 2001, Commission a shelf registration statement under Rule 415 of the Securities Act (the "such registration statement, a “Shelf Registration Statement"”) on an appropriate form under covering the Securities Act, relating solely to the offer and sale resale of all the Registrable Securities by the Holders thereof from time (determined as of two Business Days prior to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement such filing) on a delayed or continuous basis and Rule 415 under the Securities Act; and (B) shall use its best commercially reasonable efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable thereafter, but in after the filing thereof and no event later than June 30the earlier of (x) 60 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) following the date hereof and (y) 10 Business Days after the date the Company is notified (orally or in writing, 2002; provided, however, whichever is earlier) by the Commission that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to will not be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders “reviewed” or will not be subject to Section 2.6(a)further review (such earlier date, or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"“Effectiveness Date”); provided, however, that prior (i) if the Effectiveness Date falls on a Saturday, Sunday or other day that Commission is closed for business, the Effectiveness Date shall be extended to the termination next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same amount of such Business Days that the Commission remains closed for operations. Such Shelf Registration pursuant to clause (i), the Company Statement shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel provide for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner resale of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than therein pursuant to an effective registration statementany method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during maintain the Shelf Registration Period if it voluntarily takes any action that would result Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) Securities. If at any time the Majority Company shall have qualified for the use of a Registration Statement on Form S-3 or any other form that permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Shelf Registration Statement on Form S-1, then the Company shall use its commercially reasonably efforts to convert such outstanding Shelf Registration Statement on Form S-1 into a Shelf Registration Statement on Form S-3. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities under the Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act, such Shelf Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the Commission. In such event, the number of Registrable Securities or other shares to be registered for each selling stockholder named in the Shelf Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional shares under Rule 415 under the Securities Act, the Company shall amend the Shelf Registration Statement or file one or more new Shelf Registration Statement(s) (such amendment or new Shelf Registration Statement shall also be deemed to be “Shelf Registration Statement” hereunder) to register such additional Registrable Securities and cause such amendment or Shelf Registration Statement(s) to become effective as soon as practicable after the filing thereof and no later than the earlier of (x) 30 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) after the filing of such Shelf Registration Statement and (y) 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Additional Effectiveness Date”); provided, however, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 2. (b) Subject to Section 2.3 and Section 2.4, (i) the Sponsor or (ii) the Holders request of a majority-in-interest of the then outstanding number of Registrable Securities (other than those described in writing that clause (c) to the definition of “Registrable Securities”) held by the MoneyLion Holders (the “Demanding Holders”), may make a written demand from time to time to elect to sell all or any part of their Registrable Securities, with a total offering price reasonably expected to exceed, in the Registrable Securities covered by aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the Shelf Registration Statement Statement, which written demand shall describe the amount and type of securities to be offered included in such Registration and the intended method(s) of distribution thereof. The Demanding Holders shall make such election by means delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than five (5) Business Days after receipt of a firm commitment Underwritten OfferingShelf Underwriting Request, the Company shall cause to be filed with give written notice (the SEC as soon as practicable any necessary or appropriate supplement “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement in order to effect such Underwritten Offering(“Shelf Registrable Securities”). In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (x) the approval Registrable Securities of the Demanding Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within ten (10) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within twenty (20) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holder or any other Holder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Demanding Holders may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities in any twelve (12) month period; provided, however, that a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, such Demanding Holder only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of record of other Registrable Securities shall not be entitled to notice of such Majority Holders (Underwritten Block Trade and shall not be entitled to participate in such approval not Underwritten Block Trade; provided, however, that the Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to be unreasonably withheld)work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade.

Shelf Registration Statement. Upon the written request by Non-Managing Members holding Member Units with respect to which an aggregate of at least 1,000,000 Corporate Shares may be issued upon redemption pursuant to Section 8.4 (a“Redemption Shares”) The Company: requesting the registration of all of such Non-Managing Members’ Redemption Shares pursuant to the Securities Act (A) shall cause a “Registration Request”), the Corporate Manager agrees to be filed confidentially submit or file with the SEC, on or before December 31, 2001, Commission as soon as reasonably practicable following the Corporate Manager’s receipt of such Registration Request a shelf registration statement (the "Shelf Registration Statement") on an appropriate Form S-1 or such other form under the Securities Act, relating solely Act then available to the offer and sale Corporate Manager providing for the resale of all of the Registrable Securities by Redemption Shares issuable to the Holders thereof Non-Managing Members participating in the Registration Request pursuant to Rule 415 from time to time (a “Shelf Registration Statement”); provided however, that not more than two such registrations may occur each year. Except as provided in accordance with this Section 8.5, the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) Corporate Manager shall use its best efforts to have cause such Shelf Registration Statement to be declared effective by the SEC Commission as soon as reasonably practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than after the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts initial submission or filing thereof and to keep the such Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders effective for a period of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the least 180 days. Any Shelf Registration Statement shall provide for the resale from time to time, and ending on pursuant to any customary method or combination of customary methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers or a sale through brokers or agents) by the earlier of (i) the date on which all holders of the Registrable Securities Corporate Shares covered by such Shelf Registration may Statement. In connection therewith, the Corporate Manager will, within 20 days after receipt of any Registration Request, provide written notice of the Registration Request to the Non-Managing Members not a party to the Registration Request offering to them the right to include all of their Redemption Shares in the Registration Statement. Notwithstanding the foregoing, the Corporate Manager shall not be sold obligated to effect a registration pursuant to Rule 144(kthis Section 8.5 during the period starting with the date 45 days prior to the Corporate Manager’s estimated date of filing of, and ending on a date 180 days following the effective date of, a registration statement pertaining to an underwritten public offering of Corporate Shares for the account of the Corporate Manager (an “IPO Registration Statement”). In addition, if, while a Registration Request is pending pursuant to this Section 8.5, the Corporate Manager has determined in good faith that (i) under the Securities Act (filing of a registration statement could jeopardize or delay any successor provision having similar effect) without any volume, manner contemplated material transaction or would require the disclosure of sale or other restrictions, or material information that the Corporate Manager had a bona fide business purpose for preserving as confidential; (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called Corporate Manager then is unable to comply with requirements of the "Shelf Registration Period"); provided, however, that prior Commission applicable to the termination of such Shelf Registration pursuant to clause requested registration (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used notwithstanding its best commercially reasonable efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (cso comply) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).or

Shelf Registration Statement. (a) The Company: From and after the expiration of the Restricted Period, subject to the terms and conditions hereof, and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (A“Form S-3”) shall to Parent, the Investor may by written notice delivered to Parent (the “Shelf Notice”) require Parent to use commercially reasonable efforts to file as soon as reasonably practicable, and to use commercially reasonable efforts to cause to be filed with declared effective by the SEC, on or before December 31, 2001Commission as soon as reasonably practicable after such filing date, a shelf registration statement (the "Shelf Registration Statement") Form S-3 providing for an offering to be made on an appropriate form under the Securities Act, relating solely a continuous basis pursuant to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by the Investor that equals or is greater than the Registrable Amount. Notwithstanding the foregoing, to the extent that upon the expiration of the Restricted Period, Parent is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act; ), a Shelf Notice shall not be required and (B) Parent shall use its best commercially reasonable efforts to have such Shelf Registration declared effective by the SEC file, as soon as reasonably practicable thereafterfollowing the expiration of the Restricted Period, but the Shelf Registration Statement in no event later than June 30the form of an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto registering all Registrable Securities then held by the Investor. Parent shall be deemed to have satisfied its obligations under this Section 5.3(a) if such Registrable Securities have been registered on the Shelf Registration Statement contemplated by Section 5.16 of the Merger Agreement and for so long as such Registration Statement remains effective, 2002; providedit being understood that, howevernotwithstanding the effectiveness of such Registration Statement or anything herein to the contrary, that no Holder (other than the Initial Holder) Investor shall not be entitled to have deliver a Take-Down Notice until the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees expiration of the Restricted Period, and the Transfer restrictions contained in writing Article II shall continue to be bound by apply in all the provisions of this Agreement applicable to such Holderrespects in accordance with their terms. (b) The Company shall Subject to Section 5.3(c), Parent will use its best commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit effective under the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on Act until the earlier of (i) three (3) years after the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or Statement has been declared effective; (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means have been sold thereunder in accordance with the plan and method of a firm commitment Underwritten Offeringdistribution disclosed in the prospectus included in the Shelf Registration Statement, the Company shall cause or otherwise cease to be filed with Registrable Securities; and (iii) the SEC as soon as practicable date on which this Agreement terminates pursuant to Section 8.1. (c) Notwithstanding anything to the contrary contained in this Agreement, Parent shall be entitled, from time to time, by providing written notice to the Investor, to require the Investor to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any necessary or appropriate supplement Blackout Period and the Investor agrees to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities upon receipt of such notice. In the event of a Blackout Period under clause (ii) of the definition thereof, Parent shall deliver to the Investor a certificate signed by either the chief executive officer or the chief financial officer of Parent certifying that the conditions described in clause (ii) of the definition of Blackout Period are met. (d) At any time that a Shelf Registration Statement is effective, if the Investor delivers a notice to Parent (a “Take-Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement in an Underwritten Offering (a “Shelf Offering”), then Parent shall promptly amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering; provided, that Parent shall not be obligated to effect such Underwritten more than two (2) Shelf Offerings during any twelve (12)-month period or to effect any Shelf Offering for less than the Registrable Amount. (e) In connection with any Shelf Offering. In such case, if the lead managing underwriter(s) advises Parent and the Investor that, in its opinion, the sole or managing Underwriters and any additional investment bankers and managers inclusion of all of the securities sought to be used sold in connection with such registration Shelf Offering would adversely affect the price, timing or distribution of the securities offered, the market for the securities offered or the success of such Shelf Offering, then there shall be selected included in such Shelf Offering only such securities as the Investor is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the Companysame manner as described in Section 5.1(g). Except as otherwise expressly specified in this Section 5.3, any Shelf Offering shall be subject to the approval same requirements, limitations and other provisions of this Article V as would be applicable to a Demand Registration (i.e., as if such Shelf Offering were a Demand Registration), including Section 5.1(e)(ii), Section 5.1(g) and Section 5.1(i). (f) If any of the Registrable Securities is to be sold in a Shelf Offering initiated by the Investor, the Investor shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such Majority Holders Registrable Securities; provided, that such investment banker(s) and manager(s) shall be acceptable to Parent (such approval acceptance not to be unreasonably withheld, conditioned or delayed).

Shelf Registration Statement. (a) The Company: (A) Operating Partnership and the Guarantor shall cause file with the Commission a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering (i) all of the SECRegistrable Securities not exchanged in the Exchange Offer, on or before December 31, 2001, a shelf registration statement (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes of all applicable series of Notes for which Section 2(c)(ii)(D) applies (the "“Shelf Registration Statement") on an appropriate form under ”). The Operating Partnership and the Securities Act, relating solely Guarantor shall use their respective reasonable efforts to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance file with the methods of distribution specified by Commission the Initial Holder as set forth in the Shelf Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, and in any event on or prior to the 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (but in no event later than June 30, 2002; provided, however, that no Holder (not including any underwritten offerings). The Operating Partnership and the Guarantor shall not permit any securities other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such to be included in the Shelf Registration Statement. The Operating Partnership and the Guarantor shall use their respective reasonable efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound by all declared effective under the provisions Securities Act on or prior to the date that is 180 days after delivery of this Agreement applicable to such Holder. (b) The Company shall use its best efforts the Shelf Notice and to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit effective under the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) Act until the date on which all of that is two years from the Registrable Securities covered by Closing Date (or such Shelf Registration shorter restrictive period as may be sold required pursuant to Rule 144(k)) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such shorter period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that ending when all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, have been sold in the Company shall cause to be filed with the SEC manner set forth and as soon as practicable any necessary or appropriate supplement to contemplated in the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers cease to be used outstanding (the “Effectiveness Period”); provided, however, that the Effectiveness Period in connection with such registration respect of the Shelf Registration Statement shall be selected by the Company, subject extended to the approval extent required to permit dealers to comply with the applicable prospectus delivery requirements of such Majority Holders (such approval not to be unreasonably withheld)Rule 174 under the Securities Act and as otherwise provided herein.

Shelf Registration Statement. (a) The Company: (A) shall cause Company agrees to file with the SEC as soon as practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering all of the SEC, on or before December 31, 2001, a shelf registration statement Transfer Restricted Securities (the "Shelf Registration Statement") ). The Shelf Registration Statement shall be on an appropriate form Form S-3 under the Securities Act, relating solely to the offer and sale Act or another appropriate form permitting registration of all the Registrable such Transfer Restricted Securities for resale by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Company shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement and Rule 415 under the Securities Act; and (B) Statement. The Company shall use its best reasonable efforts to have such cause the Shelf Registration Statement to be declared effective by pursuant to the SEC Securities Act as soon promptly as practicable thereafterfollowing the filing thereof, but in no event later than June 30the Effectiveness Target Date, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts and to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit effective under the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) Act for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) 36 months after the date on which all of the Registrable Securities covered by such Shelf Registration may be Notes are sold (including those sold pursuant to Rule 144(kthe over-allotment option granted to the Initial Purchasers in the Placement Agreement) under to the Securities Act Initial Purchasers (or any successor provision having similar effectsubject to extension pursuant to Sections 2(b) without any volume, manner of sale or other restrictions, or and 2(d) hereof) (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Effectiveness Period"); provided, however, that prior to the termination of or such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause shorter period ending when there cease to be filed with the SEC as soon as practicable outstanding any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)Transfer Restricted Securities.

Shelf Registration Statement. An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (athe “Securities Act”) The Company: on Form S-3 (AFile No. 333-216838) shall cause to be in respect of the Securities has been filed with the SECSecurities and Exchange Commission (the “Commission”) not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or before December 31prior to the date of this Agreement, 2001is hereinafter called the “Basic Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act is hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, a shelf including all exhibits thereto but excluding Form T-1 and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration statement (became effective, are hereinafter collectively called the "Shelf “Registration Statement"”; the Basic Prospectus, as amended and supplemented immediately prior to the Time of Sale (as defined in Section 2(c) on an appropriate hereof), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act in accordance with Section 3(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, relating solely as of the date of such prospectus; any reference to any amendment or supplement to the offer Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and sale of all include any post-effective amendment to the Registrable Registration Statement, any prospectus supplement relating to the Securities by the Holders thereof from time to time in accordance filed with the methods Commission pursuant to Rule 424(b) under the Securities Act and any documents filed under the Securities Exchange Act of distribution specified by 1934, as amended (the Initial Holder “Exchange Act”), and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as set forth in the case may be; and any reference to any amendment to the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled deemed to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing refer to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders include any annual report of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject Company filed pursuant to Section 2.6(a), 13(a) or at all times (except during a General Blackout Period15(d) for all other Holders, beginning on of the Exchange Act after the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered that is incorporated by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (reference in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SECStatement. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. (a) The Company: (A) shall cause to be If the Company has not filed an IPO Registration Statement by June 15, 2012, or if such IPO Registration Statement has been filed but has not been declared effective under the Securities Act by October 31, 2012, the Company shall, no later than the Filing Deadline, file with the SEC, on or before December 31, 2001, Commission a shelf registration statement (the "Shelf Registration Statement") Statement on an appropriate Form S-1 or such other form under the Securities Act, Act then available to the Company (a “Shelf Registration Statement”) relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time pursuant to Rule 415 in accordance with the methods of distribution specified elected by such Holders holding a majority of the Initial Holder as Registrable Securities and set forth in the such Shelf Registration Statement and Rule 415 (such date, the “Filing Date”) and, thereafter, shall use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC Act as soon as practicable thereafterafter the initial filing thereof, but in no event later than June 30, 2002120 calendar days following the Filing Date; provided, however, that no Holder (other than the Initial Holder) shall be entitled Company may, upon written notice to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep Holders, postpone having the Shelf Registration Statement continuously effectivedeclared effective for a reasonable period not to exceed 90 days if the Company possesses material non-public information, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders disclosure of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during which would have a General Blackout Period) for all other Holders, beginning material adverse effect on the effective date of the Company and its subsidiaries taken as a whole. The Company agrees to use commercially reasonable efforts to keep such Shelf Registration Statement and continuously effective for a period ending on the earlier of (i) six months from the date on which Effective Time; provided, that, all of the Registrable Securities covered by such Shelf Registration may be sold are eligible for sale without any volume or manner of sale restrictions pursuant to Rule 144(k144 (or any successor or analogous rule) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictionsAct, or (ii) the date on which such time as there are no Holder owns longer any Registrable Securities (in any such case, such period being called the "Shelf Registration Period")outstanding; provided, however, that prior to if the termination of such Company has an effective Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) Statement on Form S-1 under the Securities Act and becomes eligible to use Form S-3 or such other short-form registration statement form under the Securities Act, the Company may, upon 30 Business Days prior written notice to all Holders, register any Registrable Securities registered but not yet distributed under the effective Shelf Registration Statement on such a short-form Shelf Registration Statement and, once the short-form Shelf Registration Statement is declared effective, de-register such shares under the previous Registration Statement or transfer the filing fees from the previous Registration Statement (such transfer pursuant to Rule 429, if applicable) unless any Holder registered under the initial Shelf Registration Statement notifies the Company within 15 Business Days of receipt of the Company notice that such a registration under a new Registration Statement and de-registration of the initial Shelf Registration Statement would interfere with its distribution of Registrable Securities already in progress, in which case the Company shall delay the effectiveness of the short-form Registration Statement and termination of the then-effective initial Registration Statement or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "Noshort-Action Letter" form Registration Statement for the period necessary to complete such distribution and no more than 45 days from the staff of the SEC stating date that the SEC would not recommend enforcement action if Company receives the Registrable Securities included in notice from such Holders requesting a delay. Any Shelf Registration were sold in a public sale other than Statement shall provide for the resale from time to time and pursuant to any method or combination of methods legally available (including, without limitation, an effective registration statementUnderwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet) by the Holders of any and all Registrable Securities. The If the Company shall be deemed has not to have used its best efforts to keep the filed an IPO Registration Statement by June 15, 2012, or such IPO Registration Statement has been filed but has not been declared effective during under the Shelf Registration Period if it voluntarily takes any action that would result in Holders of Securities Act by October 31, 2012, the Registrable Securities covered thereby not being able obligation to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by file the Shelf Registration Statement by the applicable Filing Deadline may be offered waived and/or extended, in writing, by means the holders of a firm commitment Underwritten Offeringat least 75% of the shares of Common Stock held by the Holders, WLR IV Parallel ESC, L.P. and WLR Recovery Fund IV, L.P. Each Holder of any Securities at the Company shall cause to be filed with the SEC as soon as practicable any necessary time or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration thereafter outstanding shall be selected bound by the Companyany such waiver or extension effected pursuant to this Section 2(a), subject whether or not any notice or writing indicating such waiver or extension is delivered to the approval of such Majority Holders (such approval not to be unreasonably withheld)Holder.

Shelf Registration Statement. (a) The Company: (A) shall cause to be filed Company shall, no later than the Filing Date, file with the SEC, on or before December 31, 2001, SEC a shelf registration statement Shelf Registration Statement (the "Shelf Registration Statement"“Initial Shelf”) on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof Investors from time to time in accordance with to permit the methods sale of distribution specified Registrable Securities by the Initial Holder as Investors pursuant to the Orderly Sale Arrangement set forth in Section 9 of the Registration Statement and Rule 415 under the Securities Act; and (B) SPA and, thereafter, shall use its best efforts to have such cause the Initial Shelf Registration to be declared effective by under the SEC as soon as practicable thereafter, but in Securities Act no event later than June 30, 2002; provided, however, that no Holder ninety (90) calendar days following the date first filed with the SEC. None of the Company’s securityholders (other than the Initial HolderInvestors) shall be entitled to have the Registrable right to include any Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such HolderCompany on the Initial Shelf. (b) The For so long as either Investor holds any Registrable Securities, the Company shall use its best efforts to maintain an effective Shelf Registration Statement registering all unsold Registrable Securities. Subject to Section 4.3, the Company shall use its best efforts to keep the a Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 4.3(i), in order to permit the Prospectus included therein forming a part thereof to be lawfully delivered usable by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) Investors until the date on which all of that the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which Investors no Holder owns any longer hold Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i)period, the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement“Resale Period”). The Company shall be deemed not to have used its best efforts to keep the a Shelf Registration Statement effective during the Shelf Registration Resale Period if it the Company voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby Investors’ not being able to offer and sell any of such Registrable Securities during the under such Shelf Registration PeriodStatement during that period, unless such action is (x) required by applicable law Laws and the Company thereafter promptly complies with the requirements of Section 4.3 or the SEC(y) permitted pursuant to Section 4.3. (c) If at any time For the Majority Holders request avoidance of doubt, nothing in writing that all this Agreement shall require the Company to undertake or any part otherwise support an underwritten offering of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, unless the Company shall cause determines to be filed with do so in its sole discretion. (d) For the SEC as soon as practicable avoidance of doubt, any necessary or appropriate supplement sale made pursuant to the Initial Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval Orderly Sale Arrangement set forth in Section 9 of such Majority Holders (such approval not to be unreasonably withheld)the SPA.

Shelf Registration Statement. (a) a. The Company: (A) shall cause to be filed Company shall, at its expense, prepare and file with the SEC, on as soon as practicable, but in no event later than one hundred twenty (120) days, following the registration of the Class A Common Stock or before December 31, 2001, a shelf registration statement Class B Common Stock of the Company under the Securities Act or the Exchange Act (an "EFFECTIVE REGISTRATION") or any Change of Control pursuant to which the Warrant becomes exercisable for securities registered under the Securities Act or the Exchange Act of the surviving company (the "FILING DEADLINE"), a Shelf Registration Statement") on an appropriate form under Statement with respect to resales of the Securities Act, relating solely to the offer and sale of all the Registrable Transfer Restricted Securities by the Holders thereof from time to time on a delayed or continuous basis pursuant to Rule 415 and in accordance with the methods of distribution specified by the Initial Holder as set forth in the such Shelf Registration Statement and Rule 415 thereafter shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC Act as soon as practicable thereafterafter the Filing Deadline, but in no event later than June 30one hundred and eighty (180) days after the completion of the Effective Registration or any Change of Control pursuant to which the Warrant becomes exercisable for securities registered under the Securities Act or the Exchange Act of the surviving company (the "EFFECTIVENESS DEADLINE"). The first filing of the Shelf Registration Statement shall contain the "Plan of Distribution" section in substantially the form attached hereto as Exhibit B. The Company shall supplement or amend the Shelf Registration Statement if required by the rules, 2002regulations or instructions applicable to the registration form used by the Company for the Shelf Registration Statement, or by the Securities Act, the Exchange Act or the SEC. The Company shall not register any Class A Common Stock or any other securities for the benefit of any Person other than the Company or a holder of Existing Incidental Registration Rights, in advance of registering the Transfer Restricted Securities pursuant to this Section 2.1 or pursuant to Section 2.2 (other than a registration on Form S-4). (i) The Company shall name each Holder that delivers a properly completed and signed Notice and Questionnaire to the Company as a selling holder of Transfer Restricted Securities in the Shelf Registration Statement. A Holder of Transfer Restricted Securities may include such securities in the Shelf Registration Statement only if the Holder sends by first class registered mail or by courier with delivery confirmation a properly completed Notice and Questionnaire to the Company. The Company shall deliver the Notice and Questionnaire to the Holders within five (5) Business Days of completion of the registration of the Company's securities under the Securities Act or Exchange Act. In order to be included in the Shelf Registration Statement at the time of its effectiveness, the completed Notice and Questionnaire must be received by the Company on or prior to the tenth (10th) Business Day after the date the Notice and Questionnaire is delivered by the Company in accordance with this Section 2.1(b)(i) (or, in the case of a Holder that is a transferee of Transfer Restricted Securities, on or prior to the earlier of (x) the twentieth (20th) Business Day after the completion of the transfer of Transfer Restricted Securities to the transferee and (y) 9:00 a.m., New York time, on the fifth (5th) Business Day prior to initial effectiveness of the Shelf Registration Statement, in each case provided that the Company has delivered the Notice and Questionnaire in accordance with this Section 2.1(b)(i)) (in any case, the "QUESTIONNAIRE DEADLINE"). (ii) Following the effectiveness of the Shelf Registration Statement, upon receipt of a completed Notice and Questionnaire from a Holder, the Company will, as promptly as practicable, but in any event within ten (10) Business Days after the Company's receipt thereof, file any supplements to the related Prospectus or file any post-effective amendment to the Shelf Registration Statement that is required by applicable law to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement and permit such Holder to deliver the Prospectus to purchasers of Transfer Restricted Securities (a "POST-EFFECTIVE AMENDMENT") (subject to the right of the Company to suspend the use of the Prospectus as described in Section 2.1(d) hereof); provided, however, that no (i) if a supplement to the related Prospectus is required to permit the Holder (or other than Holders not included in the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be required to file more than one (1) such supplement during any twenty (20) day period and (ii) if a post effective amendment to the Shelf Registration Statement is required to permit the Holder agrees (or other Holders not included in writing the Shelf Registration Statement upon effectiveness) to deliver the Prospectus to purchasers of Transfer Restricted Securities, the Company shall not be bound by all required to file more than one (1) post-effective amendment to the provisions of this Agreement applicable to such Holder. Shelf Registration Statement in any sixty (b60) day period. The Company shall use its reasonable best efforts to cause any such post-effective amendment to become effective under the Securities Act as promptly as is practicable; provided, that if a Notice and Questionnaire is delivered to the Company during a Suspension Period, the Company shall not be obligated to amend the Shelf Registration Statement or supplement the Prospectus until the termination of such Suspension Period. (iii) Each Holder as to which the Shelf Registration Statement is being effected shall furnish promptly to the Company (x) such other information as the Company may reasonably request for use in connection with the Shelf Registration Statement or Prospectus or in any application to be filed with or under state securities laws and (y) all information required to be disclosed in order to make the information previously furnished to the Company by such Holder not misleading. c. The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended under the Securities Act in order to permit the Prospectus included therein forming a part thereof to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders usable, subject to Section 2.6(a)2(d) hereof, or at by all times Notice Holders until there ceases to be any Transfer Restricted Securities outstanding (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "SHELF REGISTRATION PERIOD"). The Company will, in order to fulfill its obligations and this Section 2.1(c): (x) subject to Section 2.1(b)(ii) and 2.1(d), use its reasonable best efforts to prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement continuously effective for the Shelf Registration Period"); provided, however, that prior (y) subject to the termination of such Shelf Registration pursuant to clause (iSection 2.1(b)(ii) and 2.1(d), cause the Company shall first furnish related Prospectus to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinionbe supplemented by any required supplement, in form and substance satisfactory as so supplemented to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable be filed pursuant to Rule 144(k424 (or any similar provisions then in force) under the Securities Act Act; and (or any successor provision having similar effectz) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from comply in all material respects with the staff provisions of the SEC stating that Securities Act with respect to the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders disposition of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement during the Shelf Registration Period. d. The Company may suspend the availability of any Shelf Registration Statement and the use of any Prospectus (the period during which the availability of any Shelf Registration Statement and any Prospectus may be offered suspended herein referred to as the "SUSPENSION PERIOD"), without incurring any obligation to pay Registration Default Payments pursuant to Section 2.1(e), for a period not to exceed: (i) thirty (30) consecutive days at any one time, (ii) forty-five (45) days in any three (3) month period or (iii) ninety (90) days in the aggregate during any twelve (12)-month period, in each case only for valid business reasons, to be determined in good faith by means the Company in its reasonable judgment (which shall not include the avoidance of the Company's obligations hereunder), including, without limitation, the acquisition or divestiture of assets, pending corporate developments, events listed in Section 3(c), public filings with the SEC and similar events; provided, that the Company promptly thereafter complies with the requirements of Section 3(g) hereof, if applicable, and provided further that, if a Post-Effective Amendment is required by applicable law to cause a Holder to be named as a selling securityholder in the Shelf Registration Statement, the period of time between the filing and the effectiveness of any Post-Effective Amendment shall be not deemed to be a Suspension Period hereunder. The first day of any Suspension Period must be at least two (2) trading days after the last day of any prior Suspension Period. e. The Company and the Buyers agree that the Holders of Transfer Restricted Securities will suffer damages, and it would not be feasible to ascertain the extent of such damages with precision, if the Company fails to fulfill its obligations under Section 2.1 hereof. If: (i) the Shelf Registration Statement has not been filed with the SEC on or prior to the Filing Deadline, (ii) if the Shelf Registration Statement has not been declared effective by the SEC on or prior to the Effectiveness Deadline or (iii) on any day after the Effective Date sales of all of the Transfer Restricted Securities required to be included on such Shelf Registration Statement cannot be made (other than during a Suspension Period pursuant to such Shelf Registration Statement (including, without limitation, because of a firm commitment Underwritten Offeringfailure to keep such Shelf Registration Statement effective, to disclose such information as is necessary for sales to be made pursuant to such Shelf Registration Statement or to register a sufficient number of Warrant Shares)) (a "MAINTENANCE FAILURE", and each such event referred to in clauses (i), (ii) and (iii), a "REGISTRATION DEFAULT TRIGGER"), the Company shall cause pay to each Notice Holder during any period in which a Registration Default Trigger has occurred or is continuing (which remedy shall be exclusive of any other remedies available at law or in equity) an amount in cash equal to 2 percent (2%) of the aggregate Purchase Price (as such term is defined in the Securities Purchase Agreement) of such Holder's Transfer Restricted Securities included in such Shelf Registration Statement on each of the following dates: (i) every thirtieth day (pro rated for periods totaling less than thirty days) after a Filing Failure until such Filing Failure is cured; (ii) every thirtieth day (pro rated for periods totaling less than thirty days) after an Effectiveness Failure until such Effectiveness Failure is cured; (iii) every thirtieth day (pro rated for periods totaling less than thirty days) after a Maintenance Failure until such Maintenance Failure is cured. The payments to which a holder shall be entitled pursuant to this Section 2.1(e) are referred to herein as "REGISTRATION DEFAULT PAYMENTS." Registration Default Payments shall be paid on the earlier of (I) the thirtieth day after the event or failure giving rise to the Registration Default Payments has occurred and (II) the third Business Day after the event or failure giving rise to the Registration Default Payments is cured. In the event the Company fails to make Registration Default Payments in a timely manner, such Registration Default Payments shall bear interest at the rate of one percent (1.0%) per month (prorated for partial months) until paid in full. No Registration Default Payment shall be required if prior to the Effectiveness Deadline the Transfer Restricted Securities are included in an Incidental Registration under Section 2.2. f. All of the Company's obligations (including, without limitation, the obligation to pay Registration Default Payments) set forth in the preceding paragraph which are outstanding or exist with respect to any Transfer Restricted Security at the time such security ceases to be filed a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have been satisfied in full. g. Immediately upon the SEC occurrence or the termination of a Registration Default Trigger, the Company shall give the Notice Holders, so long as soon any Warrants remain outstanding, notice of such commencement or termination of the obligation to pay Registration Default Payments with regard to the Warrants, and the amount thereof and of the nature of the default giving rise to such commencement or the event giving rise to such termination, as practicable any necessary the case may be (such notice to be contained in a certificate signed by the chief financial officer of the Company and detailing such event (the "OFFICER'S CERTIFICATE"), and prior to receipt of such Officer's Certificate, the Notice Holders shall be entitled to assume that no such commencement or appropriate supplement to termination has occurred. h. If the Shelf Registration Statement is on a form other than Form S-3 or a successor form thereto then the Company shall use reasonable best efforts to convert the Shelf Registration Statement into a registration statement on Form S-3 or a successor form thereto, provided that the Company shall maintain the effectiveness of the Shelf Registration Statement then in order to effect until such Underwritten Offering. In such case, time as a Shelf Registration Statement on Form S-3 covering the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected Transfer Restricted Securities has been declared effective by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).SEC

Shelf Registration Statement. (a) The Company: (A) shall cause to be filed with the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon As promptly as practicable thereafter, after the Closing Date but in no event later more than June 3021 days thereafter, 2002; providedthe Company shall, howeverat its sole expense, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best commercially reasonable efforts to keep the Shelf Registration Statement continuously effectiveprepare and file all necessary documentation, supplemented to effect all necessary applications, notices, petitions, filings and amended other documents, and to obtain all necessary permits, consents, orders, approvals, clearances and authorizations of, or any exemption by, all Governmental Entities necessary or advisable in order to permit include all Shares (including shares of Voting Common Stock issuable upon conversion of shares of Non-Voting Common Stock) in the Prospectus included therein to be lawfully delivered by Company’s existing Form S-3 shelf registration statement on file with the Holders SEC (File No. 333-165016) (the “Shelf Registration Agreement”). Upon receipt of the Registrable Securities during each Permitted Trading Period necessary approvals described in the preceding sentence (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or if any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (iare needed), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement file a post-effective amendment to the Shelf Registration Statement to register the resale of the Shares (including shares of Voting Common Stock issuable upon conversion of shares of Non-Voting Common Stock) not already registered thereby, or will file a new shelf registration statement, to register the resale of such Shares not already registered thereby, and in order each case will use commercially reasonable efforts to effect cause any such Underwritten Offeringshelf registration statement (either the post-effective amendment to the Shelf Registration Statement, or the new shelf registration statement) to become effective as soon as practicable. In such caseFor the avoidance of doubt, the sole post-effective amendment to Shelf Registration Statement or managing Underwriters the new shelf registration statement, as applicable, and any additional investment bankers the rights and managers obligations of the Series A Holders and the Company with respect thereto, shall continue to be used in connection with such registration shall be selected by the Company, subject to the approval terms and conditions of such Majority Holders (such approval not to be unreasonably withheld)Section 10 of the Investment Agreement.

Shelf Registration Statement. (a) The Company: (A) shall cause to be filed with the SEC, on or before December October 31, 2001, a shelf registration statement (the "Shelf Registration StatementSHELF REGISTRATION STATEMENT") on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30January 31, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) through the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) such shorter period that will terminate on the date on which no Holder owns any all of the Registrable Securities have been sold pursuant to an effective registration statement (in any such case, such period being called the "Shelf Registration PeriodSHELF REGISTRATION PERIOD"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i)Period, the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (Ai) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (Bii) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEClaw. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. (a) The Company: As soon as practicable but no later than fifteen (A15) Business Days after the date hereof (the “Filing Date”), the Company shall cause to be filed prepare and file with (or confidentially submit to) the SEC, on or before December 31, 2001, Commission a shelf registration statement under Rule 415 of the Securities Act (the "such registration statement, a “Shelf Registration Statement"”) on an appropriate form under covering the Securities Act, relating solely to the offer and sale resale of all the Registrable Securities by the Holders thereof from time (determined as of two Business Days prior to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement such filing) on a delayed or continuous basis and Rule 415 under the Securities Act; and (B) shall use its best commercially reasonable efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable thereafterafter the filing thereof and no later than the earlier of (x) the 60th Business Day (or 80th Business Day if the Commission notifies the Company that it will “review” the Registration Statement) following the date hereof and (y) the 10th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. (b) Subject to Section 2.3 and Section 2.4, (i) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities held by the Initial Stockholders or the transferees of the Initial Stockholders, (ii) the Holders of a majority-in-interest of the then outstanding number of Registrable Securities held by the Former MetroMile Stockholders or the transferees of the Former MetroMile Stockholders or (iii) Cantor or its designees (the “Demanding Holders”), may make a written demand from time to time to elect to sell all or any part of their Registrable Securities, with a total offering price reasonably expected to exceed, in the aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the Shelf Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. The Demanding Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but in no event later than June 30two (2) Business Days after receipt of a Shelf Underwriting Request, 2002the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement (“Shelf Registrable Securities”). The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (x) the Registrable Securities of the Demanding Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holders, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Demanding Holders may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities, including one (1) Shelf Underwriting on behalf of Cantor; provided, however, that no Holder (other than the Initial Holder) a Shelf Underwriting shall not be entitled to have the Registrable Securities held by it covered by counted for such purposes unless a Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented has become effective and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration may be sold effected for such Demanding Holder pursuant to Rule 144(k) under Section 2.1.2. Notwithstanding the Securities Act (foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or any successor provision having similar effect) without any volume, manner of sale transaction or other restrictionstransaction with a 2-day or less marketing period (collectively, or “Underwritten Block Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, such Demanding Holder only needs to notify the Company of the Underwritten Block Trade two (ii2) Business Days prior to the date on which no Holder owns any day such offering is to commence and the Holders of record of other Registrable Securities (shall not be entitled to notice of such Underwritten Block Trade and shall not be entitled to participate in any such case, such period being called the "Shelf Registration Period"); Underwritten Block Trade; provided, however, that the Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to the termination of making such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such casefacilitate preparation of the registration statement, the sole or managing Underwriters prospectus and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject other offering documentation related to the approval of such Majority Holders (such approval not to be unreasonably withheld)Underwritten Block Trade.

Shelf Registration Statement. (a) The Company: (A) Operating Partnership and the Partnership shall cause file with the Commission a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering (i) all of the SECRegistrable Securities not exchanged in the Exchange Offer, on or before December 31, 2001, a shelf registration statement (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes as to which Section 2(c)(ii)(D) is applicable (the "Shelf Registration Statement") on an appropriate form under ). The Operating Partnership and the Securities Act, relating solely Partnership shall use their respective reasonable efforts to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance file with the methods of distribution specified by Commission the Initial Holder as set forth in the Shelf Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, and in any event on or prior to the 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (but in no event later than June 30, 2002; provided, however, that no Holder (not including any underwritten offerings). The Operating Partnership and the Partnership shall not permit any securities other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such to be included in the Shelf Registration Statement. The Operating Partnership and the Partnership shall use their respective reasonable efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound by all declared effective under the provisions Securities Act on or prior to the date that is 180 days after delivery of this Agreement applicable to such Holder. (b) The Company shall use its best efforts the Shelf Notice and to keep the Shelf Registration Statement continuously effective, supplemented and amended in order effective under the Securities Act until the date that is two years from the Closing Date (or such shorter restrictive period as may be required pursuant to permit the Prospectus included therein to be lawfully delivered by the Holders of the Rule 144(k)) or such shorter period ending when all Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of covered by the Shelf Registration Statement have been sold in the manner set forth and ending on as contemplated in the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may Statement or cease to be sold pursuant to Rule 144(k) under the Securities Act outstanding (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Effectiveness Period"); provided, however, that prior the Effectiveness Period in respect of the Shelf Registration Statement shall be extended to the termination extent required to permit dealers to comply with the applicable prospectus delivery requirements of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) 174 under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SECas otherwise provided herein. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. (a) The Company: Company shall: (Ai) shall cause to be filed as promptly as practicable, but in any event not later than 30 days, after the Closing Date (the “Filing Date”), prepare and file with the SEC, on or before December 31, 2001, SEC a shelf registration statement “Shelf” Registration Statement (the "“Shelf Registration Statement"”) on an appropriate form under covering the Securities Act, relating solely to the offer and sale resale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified elected by such Holders, to be made on a continuous basis pursuant to Rule 415. The Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S−3, in which case such registration shall be on another appropriate form in accordance herewith, reasonably acceptable to Holders of a majority of the Registrable Securities), as modified by the Initial Holder Company as set forth in necessary to conform to comments from the Registration Statement and Rule 415 under the Securities Act; and SEC; (Bii) shall use its reasonable best efforts to have such cause the Shelf Registration Statement to be declared effective by under the SEC 1933 Act as soon promptly as practicable thereafterpossible after the filing thereof, but in no any event later than June 30, 2002; provided, however, that no Holder prior to the 90th day (other than or the Initial Holder120th day in the case of a “full review” by the SEC) shall be entitled to have after the Registrable Securities held by it covered by such Closing Date (the “Effectiveness Date”); (iii) within two Business Days after the Shelf Registration Statement unless such Holder agrees in writing is declared effective, file a final Prospectus with the SEC pursuant to be bound by all Rule 424 and notify the provisions Holders via facsimile of this Agreement applicable to such Holder.effectiveness of the Shelf Registration Statement; (biv) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effectiveeffective under the 1933 Act until such time as all Registrable Securities covered by such Registration Statement have been sold, supplemented or may be sold without volume restrictions pursuant to Rule 144 under the 1933 Act or any other rule of similar effect, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and amended acceptable to the Company’s transfer agent and the affected Holders (the “Effectiveness Period”); (v) during the Effectiveness Period, furnish to each Holder with respect to the Registrable Securities registered under the Shelf Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of Prospectuses and such other documents as such Holder may reasonably request, in order to permit facilitate the Prospectus included therein to be lawfully delivered by the Holders public sale or other disposition of all or any of the Registrable Securities by such Holder; (vi) during the Effectiveness Period, notify each Permitted Trading Period holder of Registrable Securities covered by such Registration Statement at any time when a Prospectus relating thereto is required to be delivered under the 1933 Act of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (as defined belowvii) file documents required of the Company for normal Blue Sky clearance in states specified in writing by any Holder; provided that the Holders subject Company shall not be required to Section 2.6(a)qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (b) From the date hereof until the date the Shelf Registration Statement is declared effective under the 1933 Act, or at all times the Company shall not file, nor permit the filing of, any Registration Statement other than (except during a General Blackout Periodi) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date a Registration Statement on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior Form S-8 with respect to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SECStock Plans. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (athe “Securities Act”) The Company: on Form S-3 (AFile No. 333-216838) shall cause to be in respect of the Securities has been filed with the SECSecurities and Exchange Commission (the “Commission”) not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or before December 31prior to the date of this Agreement, 2001is hereinafter called the “Basic Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act is hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, a shelf including all exhibits thereto but excluding Form T-1 and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration statement (became effective, are hereinafter collectively called the "Shelf “Registration Statement"”; the Basic Prospectus, as amended and supplemented immediately prior to the Time of Sale (as defined in Section 2(c) on an appropriate hereof), is hereinafter called the “Pricing Prospectus”; the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities Act in accordance with Section 3(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Basic Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, relating solely as of the date of such prospectus; any reference to any amendment or supplement to the offer Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and sale of all include any post-effective amendment to the Registrable Registration Statement, any prospectus supplement relating to the Securities by the Holders thereof from time to time in accordance filed with the methods Commission pursuant to Rule 424(b) under the Securities Act and any documents filed under the Securities Exchange Act of distribution specified by 1934, as amended (the Initial Holder “Exchange Act”), and incorporated therein, in each case after the date of the Basic Prospectus, such Preliminary Prospectus, or the Prospectus, as set forth in the case may be; and any reference to any amendment to the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled deemed to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing refer to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders include any annual report of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject Company filed pursuant to Section 2.6(a), 13(a) or at all times (except during a General Blackout Period15(d) for all other Holders, beginning on of the Exchange Act after the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered that is incorporated by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (reference in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheldStatement).

Shelf Registration Statement. (a) The Company: (A) On or prior to the Filing Deadline, the Company shall cause to be filed prepare and file with the SEC, on or before December 31, 2001, Commission a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under covering the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions resale of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities not previously covered by such Shelf an existing and effective Registration may Statement for an offering to be sold made on a continuous basis pursuant to Rule 144(k) under 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities Act as approved by the Required Holders (the “Initial Registration Statement”). The Initial Registration Statement shall be on F-1 or S-1 (or any successor provision having similar effectsuch shorter registration form as may then be available to the Company), as may then be applicable to the Company, and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) without any volumethe “Plan of Distribution” section in a form to be agreed by the parties promptly after Closing. Notwithstanding the registration obligations set forth in this Section 2, manner in the event the Commission informs the Company that all of sale or other restrictionsthe Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale on a continuous basis as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission to permit offers and sales of the Registrable Securities pursuant to the Initial Registration Statement, or (ii) withdraw the date on which no Holder owns any Initial Registration Statement and file one or more new registration statements (together, the “New Registration Statement”), in either case covering the maximum number of Registrable Securities (in any such casepermitted to be registered by the Commission, such period being called on the "Shelf Registration Period")applicable form; provided, however, that prior to the termination of filing such Shelf amendment or New Registration pursuant to clause (i)Statement, the Company shall first furnish be obligated to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory use its commercially reasonable efforts to advocate with the Majority Holders of the Registration, of counsel Commission for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner registration of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders all of the Registrable Securities covered thereby in accordance with the SEC Guidance, including without limitation, the Compliance and Disclosure Interpretation 612.09 with respect to the Securities Act Rule 415, dated Jan. 26, 2009, compiled by the Commission’s Division of Corporation Finance. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of securities to be registered on such Registration Statement will first be reduced by securities that are not being able to offer Registrable Securities, and sell such second by Registrable Securities during represented by holders of Warrant Shares (applied, in the Shelf Registration Periodcase that some Warrant Shares may be registered, unless to such action is required Holders on a pro rata basis based on the number of unregistered Warrant Shares held by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the such Holders), and third by Registrable Securities covered represented by holders of Conversion Shares (applied, in the case that some Conversion Shares may be registered, to such Holders on a pro rata basis based on the number of unregistered Conversion Shares held by such Holders), and fourth by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to such Holders on a pro rata basis based on the number of unregistered Shares held by such Holders), subject to a determination by the Shelf Commission that certain Holders must be reduced first based on the number of Shares, Conversion Shares and Warrant Shares held by such Holders In the event the Company amends the Initial Registration Statement be offered by means of or files a firm commitment Underwritten OfferingNew Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company shall cause will use its commercially reasonable efforts to be filed file with the Commission, as promptly as allowed by Commission or SEC as soon as practicable any necessary or appropriate supplement Guidance provided to the Shelf Company or to registrants of securities in general, one or more registration statements on the applicable form (the “Remainder Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheldStatements”).

Shelf Registration Statement. (a) The Company: Subject to the other applicable provisions of this Agreement, beginning on the date that is 24 months after the date of this Agreement, one or more Holders (A) shall cause to be filed with the SEC, on or before December 31, 2001each, a shelf registration statement (“Demanding Holder”) with Registrable Securities shall have the "Shelf Registration Statement") on an appropriate form under the Securities Actright, relating solely by delivering written notice to the offer Company (a “Demand Notice”), to require the Company to, pursuant to the terms of this Agreement, register under and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods provisions of distribution specified the Securities Act the number of Registrable Securities owned by such Holders and requested by such Demand Notice to be so registered (a “Demand Registration”). Upon receipt of such Demand Notice, the Company will notify all Holders (other than the Demanding Holders) in writing and such Holders shall have the right to request that the Company include all or a portion of such Holder’s Registrable Securities in such Demand Registration by written notice delivered to the Company within five (5) calendar days after such notice is given by the Initial Holder as set forth in Company. (b) Following receipt of a Demand Notice, the Registration Statement and Rule 415 under the Securities Act; and (B) Company shall use its best commercially reasonable efforts to have such prepare and file as soon as reasonably practicable an Initial Shelf Registration Statement on Form S-3 covering the Registrable Securities for resale by the Holders so requesting in accordance with Section 1.1(a) (except if the Company is not then eligible to register for resale the Registrable Securities on a Registration Statement on Form S-3, then such registration shall be on another appropriate form and shall provide for the registration of such Registrable Securities for resale by the Holders in accordance with any reasonable method of distribution elected by the Holders of a Majority of the Registrable Securities covered thereby), and shall use its commercially reasonable efforts to cause such Initial Shelf Registration Statement to be declared effective by the SEC as soon promptly as is reasonably practicable thereafterafter the filing thereof (it being agreed that the Initial Shelf Registration Statement shall be an automatic shelf Registration Statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Company). (c) Each Holder shall be limited to three Demand Registrations under this Section 1.1 in any twelve-month period, but in no event later and the Company shall not be obligated to file more than June 30, 2002one Registration Statement within 120 days after the effective date of any Registration Statement filed by the Company; provided, however, that no Holder any Demand Registration shall not count towards this limit if the Registration Statement that is the subject of the Demand Registration (other than x) has not been declared effective by the Initial HolderSEC or (y) shall be entitled is not maintained effective for the period required pursuant to have the Registrable Securities held by it covered by Section 1.2 (unless such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf again becomes effective or a Subsequent Registration Statement continuously becomes effective, supplemented and amended in order either case, in compliance with Section 1.3), it being understood that the occurrence of an event described in clause (x) or (y) shall not have any effect on the Company’s obligation to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject pay Registration Expenses pursuant to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement 2.3; and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, howeverprovided further, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish not be required to each Holder of Registrable Securities participating in such Shelf effectuate a Demand Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell covering such Registrable Securities during the Shelf Registration Period, unless such action shares is required by applicable law or the SECon file. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. As soon as practicable but no later than fifteen (a15) The Company: Business Days after the date hereof (Athe “Filing Date”), the Company shall prepare and file with (or confidentially submit to) shall cause to be filed with the SEC, on or before December 31, 2001, Commission a shelf registration statement under Rule 415 of the Securities Act (the "such registration statement, a “Shelf Registration Statement"”) on an appropriate form under covering the Securities Act, relating solely to the offer and sale resale of all the Registrable Securities by the Holders thereof from time (determined as of two Business Days prior to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement such filing) on a delayed or continuous basis and Rule 415 under the Securities Act; and (B) shall use its best commercially reasonable efforts to have such Shelf Registration Statement declared effective by the SEC Commission as soon as practicable thereafter, but in after the filing thereof and no event later than June 30the earlier of (x) the 60th calendar day (or 80th calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the Filing Date and (y) the 5th Business Day after the date the Company is notified (orally or in writing, 2002; provided, however, whichever is earlier) by the Commission that no Holder (other than the Initial Holder) Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall be entitled to have provide for the resale of the Registrable Securities held by it covered by such Registration Statement unless such included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) named therein. The Company shall use its best commercially reasonable efforts to maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep the a Shelf Registration Statement continuously effective, supplemented and amended in order available for use to permit the Prospectus all Holders named therein to sell their Registrable Securities included therein to be lawfully delivered by and in compliance with the Holders provisions of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which until such time as there are no Holder owns longer any Registrable Securities (in any such caseSecurities. If, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all Company shall have qualified for the use of a Form S-3 or any part other form which permits incorporation of the Registrable Securities covered substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Shelf Registration Statement be offered by means of a firm commitment Underwritten Offeringon Form S-1, then the Company shall cause to be filed with the SEC shall, as soon as practicable any necessary or appropriate supplement to the reasonably practical, convert such outstanding Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)on Form S-1 into a Shelf Registration Statement on Form S-3.

Shelf Registration Statement. The Company hereby covenants and ---------------------------- agrees that if the price at which the Company's Common Stock is offered and sold to the public pursuant to the Initial Registration is less than nine dollars (a$9.00) The Company: per share (Aas adjusted for recapitalizations, stock splits and the like), during the period beginning six (6) shall cause to be filed with months after the SECInitial Registration and ending eleven (11) months after the Initial Registration, on or before December 31, 2001, a shelf registration statement upon the written request (the "Shelf Registration StatementRequest") on an appropriate form under of holders of a majority of Registrable Securities issued upon conversion of the Securities Act, relating solely Shares purchased pursuant to the offer and sale of all Amended Series D Agreement (the "Shelf Registrable Securities by Securities"), the Holders thereof from time Company will use its commercially reasonable efforts to time in accordance file with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafterCommission, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date Form S-1 registration statement covering resales of the Shelf Registration Statement Registrable Securities for which registration has been requested (the "Shelf Registration"), and ending on use commercially reasonable efforts to cause such registration statement to become effective, and keep such registration statement effective for a period (the earlier of (i"Effectiveness Period") through the date on which all first anniversary of the closing under the Amended Series D Agreement or until the distribution contemplated by the registration statement has been completed. In the event that, in the judgment of the Company, it is advisable to suspend use of the prospectus relating to such registration statement for a discrete period of time (a "Deferral Period") due to pending material corporate developments or similar material events that have not yet been publicly disclosed and as to which the Company believes public disclosure will be prejudicial to the Company, the Company shall deliver a certified resolution of the Board of Directors of the Company, signed by a duly authorized officer of the Company, to each holder of Shelf Registrable Securities, to the effect of the foregoing and, upon receipt of such certificate, such holders agree not to dispose of such Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) registration or prospectus (other than in transactions exempt from the registration requirements under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"Act); provided, however, that prior to such Deferral Period shall be no longer than sixty (60) days. Upon receipt of the termination of such Shelf Registration pursuant to clause (i)Request, the Company shall first furnish to each Holder will notify all other holders of Shelf Registrable Securities participating in of the Company's intent to register shares pursuant to this Section 2.6. Such holders of Shelf Registrable Securities shall have a period of fifteen (15) days following the mailing of such Shelf Registration (A) an opinionnotice, in form and substance satisfactory which to notify the Company in writing of the amount of Shelf Registrable Securities, if any, that such holders wish to be include in the Shelf Registration. Subject to the Majority Holders provisions of this Section 2.6, the Registration, of counsel for the Company satisfactory procedures set forth in Section 1.7 shall be applicable to the Majority Holders stating that such Registrable Securities are freely saleable registrations effected pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SECthis Section 2.6. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. (a) The Company: (A) shall cause to be filed with the SECParent shall, on or before December 31the terms and conditions hereinafter provided, 2001, a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have cause to be filed a Shelf Registration Statement no later than the date which is 90 days after the date hereof (the "Filing Deadline"), and thereafter proceed to use its best efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable thereafter, but in Commission no event later than June 30, 2002; provided, however, that no Holder 180 days after the date hereof (other than the Initial Holder) shall be entitled to have date on which the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing is so declared effective by the Commission, the "Effectiveness Date"). Subject to be bound by all the provisions terms of this Agreement applicable Agreement, Parent agrees to prepare and file with the Commission such Holder. (b) The Company shall amendment and supplement to the Shelf Registration Statement and the prospectus used in connection therewith and otherwise use its best commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit effective from the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on Effectiveness Date until the earlier of (i) the first date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities Stock covered by the Shelf Registration Statement have been sold or may be offered by means of sold in a firm commitment Underwritten Offering, 3 month period under Rule 144(k); or (ii) five (5) years from the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to date the Shelf Registration Statement in order has been declared effective by the Commission; provided, that such five-year period shall be extended to effect such Underwritten Offeringthe extent of any Blockage Period hereunder and shall be tolled during any period during which a Default, Delay or postponement under Section 2.2 is continuing. In such caseAt least five (5) Business Days prior to the filing, the sole or managing Underwriters Shelf Registration Statement (and each amendment thereto, as well any additional investment bankers and managers supplement to be used in connection with such registration the prospectus contained therein) shall be selected by the Company, subject provided to the approval of Purchasers' legal counsel prior to its filing with or other submission to the Commission and such Majority Holders (legal counsel shall have a reasonable opportunity to review and comment on such approval not to be unreasonably withheld)Shelf Registration Statement.

Shelf Registration Statement. (a) The CompanyCompany will use its best ---------------------------- efforts to: (A) shall cause file with the SEC a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering all of the SEC, on or before December 31, 2001, a shelf registration statement Transfer Restricted Securities (the "Shelf Registration Statement"), within 90 days of ---------------------------- the earliest to occur of clauses (i) on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time through (v) in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; Section 2(c) above and (B) cause the Shelf Registration Statement to be declared effective by the SEC on or prior to the 150th day after such obligation arises; provided, however, that if -------- ------- the Company files a Shelf Registration Statement pursuant to this Section 3(a), it need not abandon the attempt to cause the SEC to declare the Exchange Offer Registration Statement effective, and it may satisfy its obligations to register the Notes pursuant to this Agreement either by complying with Section 2 and/or Section 3. If the Company shall not have yet filed an Exchange Offer Registration Statement, the Company shall use its best efforts to have such file with the SEC the Shelf Registration declared effective Statement on or prior to the Filing Date. The Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the SEC as soon as practicable thereaftermanner or manners designated by them (including, but in no event later than June 30without limitation, 2002; providedone or more underwritten offerings), however, that no Holder (or may be an amendment to the Exchange Offer Registration Statement. The Company shall not permit any securities other than the Initial Holder) shall be entitled to have the Registrable Transfer Restricted Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all included in the provisions of this Agreement applicable to such Holder. (b) Shelf Registration Statement. The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered ensure that it is available for resales of Notes by the Holders holders of Transfer Restricted Securities entitled to this benefit and to ensure that such Shelf Registration Statement conforms and continues to conform with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Registrable Securities during each Permitted Trading Period (SEC, as defined below) for announced from time to time, until the Holders second anniversary of the Issue Date, subject to extension pursuant to the last paragraph of Section 2.6(a5 hereof (the "Effectiveness ------------- Period"), or at such shorter period ending when all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Transfer Restricted Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities ------ covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, have been sold in the Company shall cause to be filed with the SEC manner set forth and as soon as practicable any necessary or appropriate supplement to contemplated in the Shelf Registration Statement in order or when the Transfer Restricted Securities become eligible for resale pursuant to effect such Underwritten Offering. In such caseRule 144 under the Securities Act without volume restrictions, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)if any.

Shelf Registration Statement. (a) The Company: Subject to the terms and conditions hereof, and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (A“Form S-3”) shall to Parent, the Trustees may by written notice delivered to Parent (the “Shelf Notice”) require Parent to use commercially reasonable efforts to file as soon as reasonably practicable (but in no event earlier than the expiration of the transfer restrictions set forth in Section 1.2), and to use reasonable best efforts to cause to be filed with declared effective by the SEC, on or before December 31, 2001Commission as soon as reasonably practicable after such filing date, a shelf registration statement (the "Shelf Registration Statement") Form S-3 providing for an offering to be made on an appropriate form under the Securities Act, relating solely a continuous basis pursuant to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act (the “Shelf Registration Statement”) relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by the Trustees that equals or is greater than the Registrable Amount; provided the Trustees shall not provide a Shelf Notice that would require Parent to register Registrable Securities prior to the expiration of the transfer restrictions set forth in Section 1.2. Notwithstanding the foregoing, if Parent is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act; ), a Shelf Notice shall not be required and (B) Parent shall use its reasonable best efforts to have such Shelf Registration declared effective by the SEC file, as soon as reasonably practicable thereafterfollowing the expiration of the transfer restrictions set forth in Section 1.2, but the Shelf Registration Statement in no event later than June 30, 2002; provided, however, that no Holder the form of an automatic shelf registration statement (other than as defined in Rule 405 under the Initial HolderSecurities Act) shall be entitled to have the or any successor form thereto registering all Registrable Securities then held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderTrustees. (b) The Company shall Subject to Section 3.3(c), Parent will use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit effective under the Prospectus included therein to be lawfully delivered by Securities Act until the Holders earliest of the Registrable Securities during each Permitted Trading Period (as defined belowi) for the Holders subject to Section 2.6(a), or at all times three (except during a General Blackout Period3) for all other Holders, beginning on the effective date of years after the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or has been declared effective; (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be offered by means Registrable Securities; and (iii) the date on which this Agreement terminates pursuant to Section 5.1. Subject to Section 3.3(c), if any Shelf Registration Statement ceases to be effective in accordance with clause (i) of the immediately preceding sentence, Parent will use its reasonable best efforts to as soon as reasonably practicable cause a firm commitment Underwritten Offering, the Company shall cause new Shelf Registration Statement to be filed with and become effective under the SEC as soon as practicable Securities Act covering all Registrable Securities covered by such original Shelf Registration Statement that had not been sold thereunder. (c) Notwithstanding anything to the contrary contained in this Agreement, Parent shall be entitled, from time to time, by providing written notice to the Trustees, to require the Trustees to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any necessary or appropriate supplement Blackout Period and the Trustees agree to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement in connection with any sale or purchase, or offer to sell or purchase, Registrable Securities promptly upon receipt of such notice. (d) At any time that a Shelf Registration Statement is effective, if the Trustees deliver a notice to Parent stating that they intend to sell all or part of the Trustees’ Registrable Securities included on the Shelf Registration Statement (a “Shelf Offering”), including in an Underwritten Offering, then Parent shall promptly amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering; provided, that Parent shall not be obligated to effect such Underwritten more than two (2) Shelf Offerings during any twelve (12)-month period or to effect any Shelf Offering for less than the Registrable Amount. (e) In connection with any underwritten Shelf Offering. In such case, if the lead managing underwriter(s) advises Parent and the Trustees that, in its opinion, the sole or managing Underwriters and any additional investment bankers and managers inclusion of all of the securities sought to be used sold in connection with such registration Shelf Offering would adversely affect the price, timing or distribution of the securities offered, the market for the securities offered or the success of such Shelf Offering, then there shall be selected included in such Shelf Offering only such securities as the Trustees are advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the Companysame manner as described in Section 3.1(f). Except as otherwise expressly specified in this Section 3.3, any Shelf Offering shall be subject to the approval requirements, limitations and other provisions of Section 3.1(e)(ii) and Section 3.1(i) as would be applicable to a Demand Registration (i.e., as if such Shelf Offering were a Demand Registration). (f) If any of the Registrable Securities is to be sold in an underwritten Shelf Offering initiated by the Trustees, the Trustees shall select the investment banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead) and underwriters with respect to the offering of such Majority Holders Registrable Securities; provided, that such investment banker(s) and manager(s) shall be acceptable to Parent (such approval acceptance not to be unreasonably withheld, conditioned or delayed).

Shelf Registration Statement. (a) The Company: (A) Issuer and the Guarantors shall cause to be filed prepare and file with the SEC, on or before December 31, 2001as promptly as practicable following the Shelf Notice, a shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities, which registration statement statement, if the Shelf Notice is given pursuant to Section 2(g)(1) or (2), may be an amendment to the Exchange Offer Registration Statement (the "Shelf Registration Statement") ). The Shelf Registration Statement shall be on an Form S-1 or another appropriate form under permitting registration of the Transfer Restricted Securities Act, relating solely to the offer and sale of all the Registrable Securities for resale by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Issuer and the Guarantors shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement. The Issuer and the Guarantors shall use their best efforts, as described in Section 5(b) hereof, to cause the Shelf Registration Statement and Rule 415 under to be declared effective pursuant to the Securities Act; and (B) shall use its best efforts to have Act as promptly as practicable after the filing of such Shelf Registration declared effective by the SEC as soon as practicable thereafterStatement, but in no event later than June 30, 2002; provided, however, that no Holder the Effectiveness Target Date (other than or in the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such case of a Shelf Registration Statement unless such Holder agrees in writing filed pursuant to be bound Section 2(g)(3) hereof, by all the provisions later of this Agreement applicable to such Holder. (b) The Company shall use its best efforts the Effectiveness Target Date or 60 days of receipt by the Issuer of the notice contemplated by Section 2g)(3)), and to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit effective under the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on Act until the earlier of (i) the date on which all of is 24 months after the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volumeClosing Date, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, have been sold in the Company shall cause to be filed with the SEC manner set forth and as soon as practicable any necessary or appropriate supplement to contemplated in the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, or (iii) the sole or managing Underwriters and any additional investment bankers and managers date that there ceases to be used in connection with such registration shall be selected by securities outstanding that constitute Transfer Restricted Securities (the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld"Effectiveness Period").

Shelf Registration Statement. (a) The Company: (A) shall cause to be filed In connection with the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement", the Issuer and the Guarantors shall: (i) comply with all the provisions of Section 5(c) hereof and use all commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Issuer and the Guarantors pursuant to Section 3(b) hereof), and pursuant thereto the Issuer and the Guarantors shall prepare and file with the Commission a Registration Statement relating to the registration on an any appropriate form under the Securities Act, relating solely to which form shall be available for the offer and sale of all the Registrable Transfer Restricted Securities by the Holders thereof from time to time in accordance with the intended method or methods of distribution specified thereof within the time periods and otherwise in accordance with the provisions hereof; (ii) issue, upon the request of any Holder or purchaser of Initial Notes covered by the Initial Holder as set forth in the any Shelf Registration Statement and Rule 415 under contemplated by this Agreement, Exchange Notes having an aggregate principal amount equal to the Securities Act; and (B) shall use its best efforts aggregate principal amount of Initial Notes sold pursuant to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously and surrendered to the Issuer for cancellation; the Issuer and the Guarantors shall register the Exchange Notes on the Shelf Registration Statement for this purpose and issue the Exchange Notes to the purchaser(s) of securities subject to the Shelf Registration Statement in the names as such purchaser(s) shall designate; (iii) advise each Holder and the underwriter(s), if any, and, if requested by such Holder, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Shelf Registration Statement or any post-effective amendment thereto, when the same has become effective, supplemented and amended in order (B) of any request by the Commission for amendments to permit the Shelf Registration Statement or amendments or supplements to the Prospectus included therein to be lawfully delivered or for additional information relating thereto, (C) of the issuance by the Holders Commission of any stop order suspending the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date effectiveness of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or of the suspension by any successor provision having similar effect) without state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any volume, manner of sale or other restrictionsjurisdiction, or (ii) the date on which no Holder owns initiation of any Registrable Securities (in proceeding for any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registrationpreceding purposes, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(kand (D) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating existence of any fact or the happening of any event that the SEC would not recommend enforcement action if the Registrable Securities included makes any statement of a material fact made in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes Statement, the Prospectus, any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law amendment or the SEC. (c) If at any time the Majority Holders request in writing that all supplement thereto or any part document incorporated by reference therein untrue, or that requires the making of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause any additions to be filed with the SEC as soon as practicable any necessary or appropriate supplement to changes in the Shelf Registration Statement in order to effect such Underwritten Offering. In such casemake the statements therein not misleading, or that requires the sole making of any additions to or managing Underwriters and any additional investment bankers and managers changes in the Prospectus in order to be used make the statements therein, in the light of the circumstances under which they were made, not misleading; (iv) furnish to each Holder, in connection with such registration sale, if any, before filing with the Commission, copies of any Shelf Registration Statement or any Prospectus included therein or any amendments or supplements to any such Shelf Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents shall be selected by the Company, subject to the approval review and comment of such Majority Holders in connection with such sale, if any, for a period of at least five Business Days, and neither the Issuer nor the Guarantors shall file any such Shelf Registration Statement or Prospectus or any amendment or supplement to any such Shelf Registration Statement or Prospectus (including all such approval not documents incorporated by reference) to which such Holders shall reasonably object within five Business Days after such Holders’ receipt thereof. A Holder shall be deemed to have reasonably objected to such filing if such Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be unreasonably withheldfiled, contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Securities Act; (v) promptly prior to the filing of any document that is to be incorporated by reference into a Shelf Registration Statement or Prospectus, provide copies of such document to each Holder who so requests in connection with such sale, if any, make representatives of the Issuer and the Guarantors available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such Holders may reasonably request; (vi) make available, at reasonable times, for inspection by each Holder and any attorney or accountant retained by such Holders, all financial and other records, pertinent corporate documents of the Issuer and the Guarantors and cause the officers, directors and employees of the Issuer and the Guarantors to supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Shelf Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness, in order to conduct a reasonable due diligence investigation; provided, however, that such Persons first agree in writing with the Issuer and the Guarantors that any information that is reasonably and in good faith designated by the Issuer and the Guarantors in writing as confidential at the time of delivery of such information will be kept confidential by such Persons, unless (A) disclosure of such information is required by court or administrative order or is necessary to respond to inquires of regulatory authorities, (B) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of such Shelf Registration Statement or the use of any Prospectus), (C) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person, (D) such information becomes available to such Person from a source other than the Parent Guarantor and its subsidiaries and such source is not known, after reasonable inquiry, by such Person to be bound by a confidentiality agreement or (E) such information is independently developed, discovered or arrived at by such person; (vii) if requested by any Holders in connection with such sale, promptly include in any Shelf Registration Statement or Prospectus, pursuant to a supplement or post- effective amendment if necessary, such information as such Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Issuer and the Guarantors are notified of the matters to be included in such Prospectus supplement or post-effective amendment; (viii) furnish to each Holder in connection with such sale without charge, at least one copy of the Shelf Registration Statement, as first filed with the Commission, and of each amendment thereto, including all documents incorporated by reference therein and all exhibits, including exhibits incorporated therein by reference, if so requested by such Holder (other than portions of agreements and other documents that are granted confidential treatment by the Commission); (ix) upon the request of any Holder, enter into such agreements (including underwriting agreements) and make such representations and warranties and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Shelf Registration Statement contemplated by this Agreement as may be reasonably requested by any Holder in connection with any sale or resale pursuant to any Shelf Registration Statement. In such connection, the Issuer and the Guarantors shall: (A) if requested by a majority of selling Holders, to use their commercially reasonable efforts to cause to be furnished to each Holder, upon the effectiveness of the Shelf Registration Statement, any one or more of the following items so specified in such request: (1) a certificate, dated such date, signed on behalf of the Issuer by (x) the President or any Vice President of the Issuer and (y) a principal financial or accounting officer of the Issuer, confirming, as of the date thereof, the matters set forth in Section 5(h) of the Purchase Agreement and such other similar matters as such Holders may reasonably request; (2) an opinion, dated the date of effectiveness of the Shelf Registration Statement, of counsel for the Issuer and the Guarantors in customary form covering matters similar to those set forth in the opinion delivered pursuant to Section 5(a) of the Purchase Agreement and such other matters as such Holders may reasonably request; and (3) a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the Parent Guarantor’s independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Sections 5(i) and (j) of the Purchase Agreement; and (B) deliver such other documents and certificates as may be reasonably requested by the majority of selling Holders to evidence compliance with the matters covered in clause (A) of this Section 5(b)(ix) and with any customary conditions contained in any agreement entered into by the Issuer and the Guarantors pursuant to this clause (ix); and (x) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities laws of such jurisdictions as the selling Holders may reasonably request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that neither the Issuer nor any Guarantor shall be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Shelf Registration Statement, in any jurisdiction where it is not now so subject.

Shelf Registration Statement. (a) The Company: At any time and from time to time, any one or more of the Selling Demand Shareholders shall have the right to request in writing (Awhich request shall specify the Registrable Securities intended to be disposed of by such Selling Demand Shareholder and the intended method of distribution thereof) that the Company register any and all of such Selling Demand Shareholder’s Registrable Securities with an anticipated aggregate offering price to the public of not less than $5,000,000, unless the anticipated aggregate offering price to the public of all Registrable Securities that remain outstanding at that time is less than $5,000,000, in which case, any such registration shall be for all of the remaining outstanding Registrable Securities, by filing with the SEC a Shelf Registration Statement covering such Registrable Securities. Upon the receipt of such a request, the Company shall, not later than the 30th calendar day after the receipt of such a request, cause to be filed with the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement") on an appropriate form Statement providing for the registration under the Securities Act, relating solely to the offer and sale Act of all the Registrable Securities which the Company has been so requested to register by such Selling Demand Shareholder to the Holders thereof from time extent necessary to time permit the disposition of such Registrable Securities in accordance with the intended methods of distribution thereof specified by in such request. Promptly after receipt of such request from such Selling Demand Shareholder, the Initial Holder as set forth Company shall give notice of such requested registration to all other holders of Registrable Securities in the Registration Statement and Rule 415 under the Securities Act; and (B) shall accordance with Section 2.02. The Company will then use its reasonable best efforts to have such Shelf Registration Statement covering the Registrable Securities which the Company has been requested to register by such Selling Demand Shareholder, together with all other Registrable Securities which the Company has been requested to register pursuant to Section 2.02 or otherwise by notice delivered to the Company within 20 days after the Company has given the required notice of such requested registration (which request shall specify the intended method of disposition of such Registrable Securities), declared effective by the SEC as soon as practicable thereafter, thereafter (but in no event later than June 30the 90th calendar day after the receipt of such a request) and all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities which the Company has been so requested to register, 2002and to keep such Shelf Registration Statement continuously effective during the period from the date a Shelf Registration Statement is declared effective by the SEC until all Registrable Securities of the Selling Demand Shareholder have been sold or can be sold without restriction, including volume and manner of sale restrictions, under the Securities Act; provided, that the 30 and 90 day dates referenced above shall be extended to the extent that such Shelf Registration Statement is not filed or declared effective prior to such dates due to circumstances outside of the Company’s control (e.g., the company is unable to obtain a required consent or audit report from an outside independent accounting firm with respect to any business acquired by the Company), other than as a result of such circumstances that could have been reasonably anticipated and avoided by the Company, after (except in the case of the preparation of any required financial statements for acquired businesses) receipt of a notice by a Selling Demand Shareholder under this Section 2.03, through the exercise of its reasonable best efforts prior to such 30 or 90 day dates. (b) A Shelf Registration Statement shall be deemed not to have become effective (and the related registration shall be deemed not to have been effected) unless it has been declared effective by the SEC; provided, however, that no Holder if, after it has been declared effective, the offering of any Registrable Securities pursuant to such Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by any such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in stop order to permit the Prospectus included therein to be lawfully delivered by the Holders or injunction issued as a result of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating inclusion in such Shelf Registration (A) an opinion, in form and substance satisfactory Statement of any information supplied to the Majority Holders of the RegistrationCompany for inclusion therein by a Selling Demand Shareholder) that is not subsequently remedied, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company Statement shall be deemed not to have used its best efforts to keep become effective; provided, further, however, if any such stop order, injunction or other order or requirement of the SEC or any other governmental agency or court is subsequently remedied, such Shelf Registration Statement shall be deemed not to have been effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders period of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SECinterference. (c) If at A Suspension Period with respect to any time Shelf Registration Statement shall commence on and include the Majority Holders request date that the Company gives notice that any Shelf Registration Statement is no longer effective or usable for resale of Registrable Securities of the Selling Demand Shareholder, including pursuant to Section 2.06(e)(iv), and shall terminate on the day following the date on which each Selling Demand Shareholder covered by such Shelf Registration Statement either receives the copies of the supplemented or amended prospectus contemplated by Section 2.06(j) or is advised in writing by the Company that all or any part the use of the prospectus may be resumed. (d) If a Selling Demand Shareholder has requested a Shelf Registration Statement, the Company shall give written notice to each Holder at least 20 days prior to the initial filing of such Registration Statement informing such Holder of its intent to file such Shelf Registration Statement and of such Holder’s rights under this Section 2.03 to request the registration of the Registrable Securities covered held by such Holder. Upon written request of any Holder (a “Shelf Shareholder”) made within 10 days after any such notice is given (which request shall specify the Registrable Securities intended to be included in the Shelf Registration Statement be offered by means such Shelf Shareholder and the intended method of a firm commitment Underwritten Offeringdistribution thereof), the Company shall cause use reasonable best efforts to effect the registration in such Shelf Registration Statement of all Registrable Securities which the Company has been so requested to register by such Shelf Shareholder, to the extent required to permit the disposition of the Registrable Securities so requested to be filed registered to be registered in accordance with the intended methods of distribution thereof specified in the request, including, if necessary, by filing with the SEC as soon as practicable any necessary a post-effective amendment or appropriate a supplement to the Shelf Registration Statement or the related prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder. (e) If at any time or from time to time any Selling Demand Shareholder intends to sell Registrable Securities in order an Underwritten Offering pursuant to effect the Shelf Registration Statement, such Selling Demand Shareholder shall so advise the Company as part of its request made pursuant to Section 2.03(a) hereof. The underwriters shall, in the case of an Underwritten Offering, be selected by Purchaser in consultation with the Company. There shall be no obligation on the part of a Selling Demand Shareholder or the underwriters to include any Registrable Securities of any Shelf Shareholder in such Underwritten Offering. In such case. (f) If a Shelf Shareholder requests to sell Registrable Securities in an Underwritten Offering pursuant to a Shelf Registration Statement, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration underwriters shall be selected by the Company, subject to Company in consultation with Purchaser and the approval right of such Majority Holders (Shelf Shareholder to participate in such approval not Underwritten Offering shall be conditioned upon such Shelf Shareholder’s participation in the underwriting arrangements and the inclusion of such Shelf Shareholder’s Registrable Securities in the underwriting. A Shelf Shareholder proposing to be unreasonably withheld)distribute its Registrable Securities through any such Underwritten Offering shall enter into an underwriting agreement in customary form with the underwriters selected for such Underwritten Offering and shall execute all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such arrangements.

Shelf Registration Statement. (a) The Company: (A) shall cause to be filed with the SEC, on On or before December 31May 15, 20012008 or, a shelf registration statement (if the "Shelf Registration Statement") on an appropriate form Company is not then eligible to use SEC Form S-3 to register under the Securities ActAct the offer and sale by the Stockholders of all Registrable Common Shares, as soon as reasonably practicable after the Company becomes so eligible, the Company shall file with the SEC a Shelf Registration Statement relating solely to the offer and sale of all the Registrable Securities sale, by the Holders thereof Stockholders from time to time in accordance with time, of the methods of distribution specified by the Initial Holder as set forth in the Registration Statement Registrable Common Shares, and Rule 415 under the Securities Act; and (B) shall use its reasonable best efforts to have such cause the Shelf Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions after filing. Notwithstanding any provision of this Agreement applicable to such Holderthe contrary, the Company shall not have any obligation pursuant to this Section 3 to file with the SEC any registration statement on any SEC form other than SEC Form S-3. The Company shall promptly notify each Stockholder of the date on which the Shelf Registration Statement is declared effective. (b) The Notwithstanding Section 9(a) or any other provision of this Agreement to the contrary, the Company shall not be obligated to use its best commercially reasonable or other efforts to keep maintain the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date effectiveness of the Shelf Registration Statement after the effective date thereof on any SEC form other than SEC Form S-3. (c) The Shelf Registration Statement shall cover the offering and ending sale of the Registrable Common Shares only in accordance with the methods of distribution described in Exhibit A attached to this Agreement (the “Plan of Distribution”), which shall be included in the Prospectus forming part of the Shelf Registration Statement, provided that, notwithstanding the foregoing or any contrary provision of this Agreement, no Stockholder may effect an Underwritten Offering of Registrable Common Shares pursuant to the Shelf Registration Statement, other than as permitted in the Company’s discretion in accordance with the proviso in Section 4(b). (d) The respective rights of the Fidelity Stockholder, on the earlier one hand, and of the Wayzata Stockholder, on the other hand, to cause its Registrable Common Shares to be registered or to sell its Registrable Common Shares pursuant to the Shelf Registration Statement shall terminate upon the earliest to occur of (i) the date on which all 15-month anniversary of the Registrable Securities covered by such Closing Date (the “Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volumeTermination Date”), manner of sale or other restrictions, or (ii) the date that is 90 days following the date on which no Holder owns any the Fidelity Stockholder or the Wayzata Stockholder, as the case may be, ceases to beneficially own Registrable Securities (in any such case, such period being called Common Shares representing at least 50% of the "Shelf Registration Period"); provided, however, that prior Registrable Common Shares issued to the termination of such Shelf Registration Fidelity Stockholder or the Wayzata Stockholder, as applicable, pursuant to clause the Merger, and (i)iii) the date on which the Fidelity Stockholder or the Wayzata Stockholder, as the Company shall first furnish case may be, otherwise is eligible to each Holder sell all of its Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to Common Shares within any three-month period without limitation by the Majority Holders volume restrictions of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) 144 under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SECAct. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. (a) The Company: (A) shall cause to be filed Company shall, no later than the Filing Date, file with the SEC, on or before December 31, 2001, SEC a shelf registration statement Shelf Registration Statement (the "Shelf Registration Statement"“Initial Shelf”) on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof Investors from time to time in accordance with to permit the methods sale of distribution specified Registrable Securities by the Initial Holder as Investors pursuant to the Orderly Sale Arrangement set forth in Section 9 of the Registration Statement and Rule 415 under the Securities Act; and (B) SPA and, thereafter, shall use its best efforts to have such cause the Initial Shelf Registration to be declared effective by under the SEC as soon as practicable thereafter, but in Securities Act no event later than June 30, 2002; provided, however, that no Holder ninety (90) calendar days following the date first filed with the SEC. None of the Company’s securityholders (other than the Initial HolderInvestors) shall be entitled to have the Registrable right to include any Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such HolderCompany on the Initial Shelf. (b) The For so long as either Investor holds any Registrable Securities, the Company shall use its best efforts to maintain an effective Shelf Registration Statement registering all unsold Registrable Securities. Subject to Section ‎4.3, the Company shall use its best efforts to keep the a Shelf Registration Statement continuously effective, supplemented and amended as required by the provisions of Section ‎4.3(i), in order to permit the Prospectus included therein forming a part thereof to be lawfully delivered usable by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) Investors until the date on which all of that the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which Investors no Holder owns any longer hold Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i)period, the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement“Resale Period”). The Company shall be deemed not to have used its best efforts to keep the a Shelf Registration Statement effective during the Shelf Registration Resale Period if it the Company voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby Investors’ not being able to offer and sell any of such Registrable Securities during the under such Shelf Registration PeriodStatement during that period, unless such action is (x) required by applicable law Laws and the Company thereafter promptly complies with the requirements of Section ‎4.3 or the SEC(y) permitted pursuant to Section ‎4.3. (c) If at any time For the Majority Holders request avoidance of doubt, nothing in writing that all this Agreement shall require the Company to undertake or any part otherwise support an underwritten offering of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, unless the Company shall cause determines to be filed with do so in its sole discretion. (d) For the SEC as soon as practicable avoidance of doubt, any necessary or appropriate supplement sale made pursuant to the Initial Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval Orderly Sale Arrangement set forth in Section 9 of such Majority Holders (such approval not to be unreasonably withheld)the SPA.

Shelf Registration Statement. (a) The Company: (A) shall cause to be filed with the SEC, on or before December 31November 1, 20012000, a shelf registration statement (the "Shelf Registration ------------------ Statement") on an appropriate form under the Securities Act, relating solely to --------- the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30December 15, 20022000; provided, however, that no Holder (other than the Initial -------- ------- Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) through the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) such shorter period that will terminate on the date on which no Holder owns any all of the Registrable Securities have been sold pursuant to the Shelf Registration Statement (in any such case, such period being called the "Shelf Registration ------------------ Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i)------ -------- ------- Registration, the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (Ai) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (Bii) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEClaw. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. (a) The Company: (A) shall cause Company shall, at its expense, use its reasonable efforts to be filed prepare and file with the SECSEC within six months following the Closing Date as promptly as practicable after the Amendment Effective Time (but no later than June 15, on or before December 31, 2001, 2018) a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely Statement with respect to the offer and sale of all the Registrable Securities resales by the Holders thereof each Holder from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and on a delayed or continuous basis pursuant to Rule 415 under (or any similar provisions in force) of shares of Common Stock issuable upon mandatory conversion(x) issuable upon the Securities Act; Mandatory Conversion of shares of Convertible Preferred Stock, (y) issuable as Regular Dividends (whether on a Regular Dividend Payment Date or on a Mandatory Conversion Date) and (Bz) shall use its best efforts issuable as a Special Distribution that are Transfer Restricted Securities by each Holder from time to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but time on a delayed or continuous basis pursuant to Rule 415 (or any similar provisions then in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holderforce). (b) The Company shall, at its expense, use its reasonable efforts to prepare and file with the SEC within one year following the Closing Date as promptly as practicable after the Amendment Effective Time (but no later than June 15, 2018) a Shelf Registration Statement with respect to resales of shares of Convertible Preferred Stock that are Transfer Restricted Securities by each Holder from time to time on a delayed or continuous basis pursuant to Rule 415 (or any similar provisions then in force). If eligible, the Company may satisfy the requirement to file a Shelf Registration Statement pursuant to this Section 2(b) by registering for resale the Convertible Preferred Stock on the Shelf Registration Statement required to be filed under Section 2(a) above. (c) The Company shall use its best reasonable efforts to cause each Shelf Registration Statement described in 2(a) and 2(b) above to be declared effective under the Securities Act. (d) The Company shall use its reasonable efforts to name each Holder of Transfer Restricted Securities as a selling shareholder in each Shelf Registration Statement at the time of its effectiveness so that such Holder is permitted to deliver the Prospectus forming a part thereof as of such time to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. The Company may require each Holder of Transfer Restricted Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information (including, but not limited to, by completing questionnaires within a reasonable timeframe established by the Company) regarding the Holder and the proposed distribution of such Transfer Restricted Securities as may, from time to time, be required by the Securities Act and/or the SEC or any other federal or state governmental authority, and the obligations of the Company to any Holder under this Agreement shall be expressly conditioned on the timely compliance of such Holder with such request. (e) After a Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Transfer Restricted Securities, use its reasonable efforts to promptly prepare and file with the SEC (x) a supplement to the Prospectus or, if required by applicable law in order to cause a Holder to be named as a selling shareholder in the Shelf Registration Statement, a post-effective amendment to the Shelf Registration Statement (a “Seller Post-Effective Amendment”) and (y) any other document required by applicable law, so that the Holder is named as a selling shareholder in the Shelf Registration Statement and is permitted to deliver the Prospectus to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. If the Company files a Seller Post-Effective Amendment, it shall use its reasonable efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable. Notwithstanding the foregoing requirement above, the Company shall not be obligated to file more than one Seller Post-Effective Amendment in any fiscal quarter. (i) The Company shall use its reasonable efforts, subject to Section 2(f)(ii), to keep the Shelf Registration Statement continuously effective, supplemented and amended under the Securities Act in order to permit the Prospectus included therein forming a part thereof to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders usable, subject to Section 2.6(aSections 2(d) and 2(e), or at by all times Holders until all Transfer Restricted Securities (except during A) have been transferred pursuant to a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement or another registration statement covering such Transfer Restricted Securities which has been filed with the SEC pursuant to the Securities Act, in either case after such registration statement has become effective and ending on while such registration statement is effective under the earlier of Securities Act, (iB) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold have been transferred pursuant to Rule 144(k) 144 under circumstances in which any legend borne by such Transfer Restricted Securities relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed, (C) may be sold or any successor provision having similar effect) transferred without any volume, manner of sale or other restrictions, restriction under Rule 144 or (iiD) the date on which no Holder owns any Registrable Securities have ceased to be outstanding (in any such case, such period being called the "“Shelf Registration Period"”); provided. The Company will (x) subject to Sections 2(d) and 2(e), however, that prior use its reasonable efforts to prepare and file with the SEC such amendments and post-effective amendments to the termination of such Shelf Registration pursuant Statement as may be necessary to clause (ikeep the Shelf Registration Statement continuously effective for the Shelf Registration Period, subject to Section 2(f)(ii), (y) subject to Sections 2(d) and 2(e), cause the Company shall first furnish related Prospectus to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinionbe supplemented by any required supplement, in form and substance satisfactory as so supplemented to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable be filed pursuant to Rule 144(k424 (or any similar provisions then in force) under the Securities Act and (or any successor provision having similar effectz) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from comply in all material respects with the staff provisions of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant Act with respect to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities Statement during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (cii) If at any time Notwithstanding anything herein to the Majority Holders request in writing that all contrary, the Company may suspend the filing or any part use of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offeringor any Prospectus, if the Company shall cause have determined in good faith that because of valid business reasons, including without limitation any proposal or plan of the Company or any of its subsidiaries to be filed effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other transaction, or because of required disclosure or filings with the SEC as soon as practicable SEC, it is in the best interests of the Company to suspend such use, and prior to suspending such use the Company provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension (and, upon receipt of such notice, each Holder agrees not to sell any necessary or appropriate supplement Transfer Restricted Securities pursuant to the Shelf Registration Statement until such Holder is advised in order writing that the Prospectus may be used, which notice the Company agrees to effect provide promptly following the lapse of the event or circumstances giving rise to such Underwritten Offeringsuspension). In such caseEach Holder shall keep confidential any communications received by it from the Company regarding the suspension of the use of the Prospectus (including the fact of the suspension), except as required by applicable law. (g) Notwithstanding anything herein to the contrary, the sole Company shall not be required to file a Shelf Registration Statement that pursuant to (i) any written or managing Underwriters oral guidance, comments, requirements or requests of the SEC staff and any additional investment bankers and managers (ii) the Securities Act, would be deemed to be used in connection with such registration shall be selected constitute a primary offering of securities by it. (h) Notwithstanding anything herein to the contrary, the Company, subject ’s obligations to file and maintain a Shelf Registration Statement hereunder shall cease upon the approval of such Majority Holders date that (such approval not i) no Transfer Restricted Securities remain outstanding or (ii) the Company is no longer eligible to be unreasonably withheld)file and maintain a Shelf Registration Statement.

Shelf Registration Statement. (a) The Company: Verizon Issuer shall, promptly after the earlier to occur of (Ai) shall delivery of a VWI Exchange Notice pursuant to Section 2.01(a) and (ii) the Exchange Closing Date, file with the SEC and thereafter use its reasonable best efforts to cause to be filed with declared effective as soon as reasonably practicable after the SECissuance of the VCI Stock or the VWI Stock, on or before December 31as the case may be, 2001but in any event no later than 120 days after the Exchange Closing Date, a shelf registration statement (the "Shelf Registration StatementSHELF REGISTRATION STATEMENT") on an appropriate form under the Securities Act, 1933 Act relating solely to the offer and sale of all the Registrable Securities shares of VCI Stock or VWI Stock, as the case may be, issued to the Company pursuant to this Agreement, by the Holders thereof Company from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Shelf Registration Statement and Rule 415 under the Securities 1933 Act; PROVIDED that, any such offer and sale of shares shall be subject to the terms of the Lock-up Agreement. In addition, if the Company shall transfer any of such shares of VCI Stock or VWI Stock, as the case may be, pursuant to a Permitted Transfer or to a Pledge Transferee (B) each, as defined in the Lock-up Agreement), then upon request by such transferee, VWI or VCI, as the case may be, shall use its best efforts prepare and file with the SEC, as promptly as reasonably practicable after receipt of such notice and receipt of such other information regarding the transferee as VCI or VWI, as the case may be, may reasonably request, a supplement to have the prospectus contained in such Shelf Registration declared effective by the SEC Statement including such transferee as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holdera selling shareholder thereunder. (b) The Company Verizon Issuer shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended effective in order to permit the Prospectus prospectus included therein to be lawfully delivered by the Holders Company until the first anniversary of the Registrable Securities during each Permitted Trading Period Exchange Closing Date or such shorter period that will terminate when all the shares covered by the Shelf Registration Statement (as defined belowi) for have been sold pursuant thereto or (ii) are freely saleable pursuant to Rule 145 under the Holders subject to Section 2.6(a)1933 Act, or at all times any successor rule thereto. (except during a General Blackout Periodc) for all other HoldersThe Verizon Issuer shall cause the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, beginning on as of the effective date of the Shelf Registration Statement and ending on Statement, amendment or supplement, not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the earlier of (i) the date on which all statements therein, in light of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) circumstances under the Securities Act which they were made, not misleading (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior except with respect to the termination of such Shelf Registration pursuant information referred to clause (iin Section 5.03(d)), and such registration statement and any supplement or amendment thereto will, when filed, comply as to form in all material respects with the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders applicable requirements of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC1933 Act. (cd) If at any time the Majority Holders request in writing The Price Corporations shall ensure that all or any part none of the Registrable Securities covered information provided by the Price Corporations for inclusion in the Shelf Registration Statement be offered by means and the related prospectus, or any amendment or supplement thereto, as of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to effective date of the Shelf Registration Statement Statement, amendment or supplement, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary in order to effect such Underwritten Offering. In such casemake the statements therein, in light of the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Companycircumstances under which they were made, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)misleading.

Shelf Registration Statement. A registration statement of the Company on Form F-3 (aFile No. 333-286174) The Company: (Aincluding all amendments thereto, the “Initial Registration Statement”) shall cause to be in respect of the Shares has been filed with the SEC, on or before December 31, 2001, a shelf registration statement Securities and Exchange Commission (the "Shelf Registration Statement"“Commission”) on an appropriate form pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Company meets the requirements for use of Form F-3 under the Securities Act, and the rules and regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, to you for each of the other Underwriters, have been declared effective by the Commission in such form and meet the requirements of the Securities Act, and the Rules and Regulations. The proposed offering of the Shares may be made pursuant to General Instruction I.B.1 of Form F-3. Other than (i) the Initial Registration Statement, (ii) a registration statement, if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a “Rule 462(b) Registration Statement”), (iii) any Preliminary Prospectus (as defined below), (iv) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations in accordance with Section 4(a) hereof and (v) any Issuer Free Writing Prospectus (as defined below), no other document with respect to the offer or sale of the Shares has heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424 of the Rules and Regulations is hereinafter called a “Preliminary Prospectus”). The Initial Registration Statement including all exhibits thereto and including the information contained in the Prospectus filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations and deemed by virtue of Rule 430B under the Securities Act to be part of the Initial Registration Statement at the time it became effective is hereinafter collectively called the “Registration Statement.” If the Company has filed a Rule 462(b) Registration Statement, then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. The base prospectus included in the Initial Registration Statement at the time of effectiveness thereof (the “Base Prospectus”), as supplemented by the final prospectus supplement relating solely to the offer and sale of all the Registrable Shares, in the form filed pursuant to and within the time limits described in Rule 424(b) under the Rules and Regulations, including any document incorporated by reference therein, is hereinafter called the “Prospectus.” Any reference herein to the Registration Statement, Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein. Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Preliminary Prospectus or the Prospectus under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the Holders thereof from time case may be. Any reference to time in accordance with any amendment to the methods Registration Statement shall be deemed to refer to and include any annual report of distribution specified the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the date of this Agreement that is incorporated by the Initial Holder as set forth reference in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderStatement. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. (a) The Company: (A) shall cause to be filed In connection with the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement", the Company and the Subsidiary Guarantors shall: (i) comply with all the provisions of Section 6(c) below and use their respective best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company and the Subsidiary Guarantors will prepare and file with the Commission a Registration Statement relating to the registration on an any appropriate form under the Securities Act, relating solely to which form shall be available for the offer and sale of all the Registrable Transfer Restricted Securities by the Holders thereof from time to time in accordance with the intended method or methods of distribution specified by thereof within the Initial time periods and otherwise in accordance with the provisions hereof, and (ii) issue, upon the request of any Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it or purchaser of Senior Subordinated Notes covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the any Shelf Registration Statement continuously effectivecontemplated by this Agreement, supplemented and amended in order New Senior Subordinated Notes having an aggregate principal amount equal to permit the Prospectus included therein aggregate principal amount of Senior Subordinated Notes sold pursuant to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior surrendered to the termination of such Shelf Registration pursuant to clause (i), Company for cancellation; the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by register New Senior Subordinated Notes on the Shelf Registration Statement be offered by means for this purpose and issue the New Senior Subordinated Notes to the purchaser(s) of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement securities subject to the Shelf Registration Statement in order the names as such purchaser(s) shall designate. (iii) promptly prior to effect such Underwritten Offering. In such case, the sole or managing Underwriters and filing of any additional investment bankers and managers document that is to be used incorporated by reference into a Shelf Registration Statement or related Prospectus, provide copies of such document to each selling Holder in connection with such registration sale, if any, make the Company's and the Subsidiary Guarantors' representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders may reasonably request; (iv) make available, during reasonable business hours, for inspection by each Holder and any attorney or accountant retained by such Holders, all financial and other records, pertinent corporate documents of the Company and the Subsidiary Guarantors as shall be selected reasonably necessary to enable them to exercise any applicable due diligence responsibilities and cause the Company's and the Subsidiary Guarantors' officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Shelf Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness. Information that the Company and Subsidiary Guarantors determine, in good faith, to be confidential and any information that it notifies the Holders is confidential shall not be disclosed by the CompanyHolders unless (i) the disclosure of such information is necessary to avoid or correct a material misstatement or material omission in such Registration Statement, subject (ii) the release of such information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) disclosure of such information is, in the opinion of counsel for any Holder, necessary in connection with any action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such Holder and arising out of, based upon, relating to, or involving this agreement, or any transactions contemplated hereby or arising hereunder, or (iv) the information has been made generally available to the approval public. Each selling Holder and its representatives will be required to agree that information obtained by it as a result of such Majority inspections shall be deemed confidential and shall not be used by it as the basis for any market transaction in the securities of the Company or for any other purpose other than customary due diligence unless and until such information is generally available to the public. Each selling Holder and its representatives will be required to further agree that it will, upon learning that disclosure of such information is sought in a court of competent jurisdiction, give notice to the Company and the Subsidiary Guarantors and allow the Company and the Subsidiary Guarantors to undertake appropriate action to prevent disclosure of the information deemed confidential. (v) if requested by any Holders (in connection with such approval not exchange or sale, promptly include in any Shelf Registration Statement or Prospectus, pursuant to be unreasonably withheld).a supplement or post-effective amendment if necessary, such information as such Holders may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as

Shelf Registration Statement. (a) The Company: (A) shall cause Company agrees to be filed file with the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as reasonably practicable thereafterafter the Closing Date, but in no event later than June 30the Filing Date, 2002; provideda Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, howeverrespectively (such Registration Statement or Statements, that no Holder collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to two underwritten offerings). The Company shall not permit any securities other than the Initial Holder) shall be entitled to have the Registrable Transfer Restricted Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) included in any Shelf Registration Statement. The Company shall use its best efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof and to keep the each Shelf Registration Statement continuously effective, supplemented and amended in order to permit effective under the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) Act for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) two years after the date on which all of the Registrable Securities covered by such Shelf Registration may be Notes are sold (including those sold pursuant to Rule 144(kthe over-allotment option granted to the Purchasers in the Purchase Agreement) under to the Securities Act Purchasers (or any successor provision having similar effectsubject to extension pursuant to Sections 2(d) without any volume, manner of sale or other restrictions, or hereof) (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Effectiveness Period"); provided, however, that prior to the termination of or such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause shorter period ending when there cease to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)Transfer Restricted Securities outstanding.

Shelf Registration Statement. Not later than one hundred and twenty (a120) The Company: (A) days after the date hereof, the Company shall cause to be filed with file a Registration Statement providing for the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time (or their donees, pledgees, transferees or other successors-in-interest) of the Holders' Registrable Securities. The Company will use its reasonable efforts to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the cause such Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration be declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder Commission within two hundred forty (other than the Initial Holder240) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) days after the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statementhereof. The Company shall be deemed not agrees to have used use its best efforts to keep the Registration Statement continuously effective with respect to all Registrable Securities of such Holder or Holders for a period expiring on the earlier of (x) the date on which all of such Holder's Registrable Securities have been sold pursuant to the Registration Statement, and (y) when all Registrable Securities may be resold pursuant to Rule 144 without any volume or manner of sale limitations, and further agrees during such period to supplement or amend the Shelf Registration Period Statement, if and as required by the rules, regulations or instructions applicable to the registration form used by the Company for such Registration Statement or by the Securities Act or by any other rules and regulations thereunder for a shelf registration to the extent necessary to ensure that it voluntarily takes any action that would result in Holders is available for resales by the Holder of the Registrable Securities covered thereby (or, if necessary, file a new Registration Statement providing for the sale by the Holders (or their donees, pledgees, transferees or other successors-in-interest) of the Holders' Registrable Securities). Notwithstanding the foregoing, the Company shall be permitted to suspend the use of any then effective Registration Statement if the Chief Executive Officer or the Chief Financial Officer of the Company certifies to the Holders in writing of (i) the existence of circumstances relating to a material pending development, including the need to update or modify financial information or a pending or contemplated material acquisition or merger or other material transaction or event, which would require additional disclosure by the Company in the Registration Statement of previously non-public material information which the Company in its good faith judgment has a bona fide business purpose for keeping confidential and the nondisclosure of which in the Registration Statement might cause the Registration Statement to fail to comply with applicable disclosure requirements, or (ii) the unavailability of financial statements required by such form of Registration Statement as the Company is eligible to use; provided, however, that the Company may not being able delay, suspend or withdraw a Registration Statement more than ninety (90) days in the aggregate during any period of twelve (12) consecutive months pursuant to offer this Section 2(a); and provided, further, that the Holders acknowledge and accept that in addition to the 90-days referenced above, they may not be permitted to sell their Registrable Securities even after such a Registration Statement is filed and effective, due to any restrictions under applicable securities laws, including as a result of any "blackout" periods adopted by the Company and applicable to the Company's directors, any Holdback Periods or periods imposed by the SEC due to the SEC's review following a required post-effective amendment to such Registration Statement (collectively, "Other Permitted Restrictions"). The Company is not required to file a separate Registration Statement, but may file one Registration Statement covering the Registrable Securities held by more than one Holder. If, as a result of applicable law or based upon comments received by the Commission, all of the Registrable Securities to be included in the Registration Statement cannot be so included (a "Cutback"), then the Company shall only include in the Registration Statement the number of Registrable Securities permitted to be so included (reduced pro rata) and the Company shall thereafter prepare and file additional Registration Statements as soon as permitted to register for resale any Registrable Securities previously omitted from the Registration Statement and any such failure to register for resale any such Registrable Securities during due to a Cutback shall not count towards the Shelf 90-day period referenced above. The Company understands and agrees that the effectiveness of the Registration PeriodStatement may be required to be maintained for greater than three (3) years. Notwithstanding anything herein to the contrary, unless if, for any reason, a Registration Statement is not in effect after two hundred and forty (240) days from the date hereof (other than for the reasons set forth in this Section 2(a) or because such action is required Registration Statement has not been declared effective by applicable law or the SEC. (cCommissions despite the Company's best efforts, provided that the Company shall continue its best efforts to have the Registration Statement declared effective as soon as possible), each Holder shall, subject to Section 2(d) If at any time in the Majority Holders request in writing that case of an underwritten offering, have the right to require the Company to register under the Securities Act all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)Securities.

Shelf Registration Statement. (ai) The Company has prepared and filed in conformity with the requirements of the 1933 Act and the published rules and regulations thereunder (the “Rules and Regulations”) adopted by the SEC a “shelf” registration statement on Form S-3 (No. 333-217034), which became effective on April 6, 2017, including a base prospectus, (the “Base Prospectus”) relating to Common Stock, preferred stock or warrants of the Company that may be sold from time to time by the Company: (A) shall cause , in accordance with Rule 415 of the 1933 Act, and such amendments thereof as may have been required to the date of this Agreement. The term “Registration Statement” as used in this Agreement means such registration statement, including all exhibits, financial schedules and all documents and information deemed to be part of the Registration Statement by incorporation by reference or otherwise, as amended from time to time, including the information (if any) contained in the form of final prospectus filed with the SEC pursuant to Rule 424(b) of the Rules and Regulations and deemed to be part thereof at the time of effectiveness pursuant to Rules 430A and 430B of the Rules and Regulations. The term “Prospectus” means the Base Prospectus, and any amendments or further supplements to such prospectus filed with the SEC, on or before December 31and including, 2001without limitation, a shelf registration statement the final prospectus supplement (the "Shelf Registration Statement"“Prospectus Supplement”), filed pursuant to and within the limits described in Rule 424(b) on an appropriate form under with the SEC in connection with the proposed sale of the Securities Actcontemplated by this Agreement through the date of such prospectus supplement. Unless otherwise stated herein, relating solely any reference herein to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, including pursuant to Item 12 of Form S-3 under the Securities 1933 Act; and (B) shall use its best efforts , which were filed under the 1934 Act, on or before the date hereof or are so filed hereafter. Any reference herein to have such Shelf the terms “amend,” “amendment” or “supplement” with respect to the Registration declared effective by Statement or the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) Prospectus shall be entitled deemed to have the Registrable Securities held by it covered by refer to and include any such Registration Statement unless such Holder agrees in writing document filed or to be bound by all filed under the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep 1934 Act after the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement or Prospectus, as the case may be, and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected incorporated therein by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)reference.

Shelf Registration Statement. (ai) The Company: Partnership shall use its commercially reasonable efforts to (A) shall prepare and file a Registration Statement to permit the public resale of the Registrable Securities on a continuous basis pursuant to Rule 415 of the Securities Act, or such other rule as is then applicable, at then prevailing prices and (B) cause such Registration Statement to become effective no later than the Target Effective Date. In no event may the resales by the Selling Holders take the form of an underwritten offering of Registrable Securities without the prior written agreement of the Partnership. (ii) The Partnership will use its commercially reasonable efforts to cause the Registration Statement filed pursuant to Section 2.01(a) to be filed with the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement") on an appropriate form continuously effective under the Securities Act, relating solely with respect to any Holder, until the offer and sale of all the Registrable Securities by the Holders thereof from time earliest to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders occur of the Registrable Securities during each Permitted Trading Period following: (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (iA) the date on which all (1) there are no longer any Registrable Securities outstanding and (2) there are no additional Registrable Securities that could be issued pursuant to the Partnership Agreement and one or more exercises of the Registrable Securities covered by such Shelf Registration may be sold pursuant Call Option or Class B COC Option, and (B) the earlier to Rule 144(koccur of (1) under [•], 2019,1or (2) the Securities Act third (or any successor provision having similar effect3rd) without any volume, manner anniversary of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such casethe Partnership shall have acquired, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders one or more exercises of the RegistrationCall Option or Class B COC Option, or otherwise, all of counsel for the Company satisfactory Class B Units issued to Investor at the Majority Holders stating that such Registrable Securities are freely saleable closing of the Purchase Agreement (the “Effectiveness Period”). The Registration Statement filed pursuant to Rule 144(kSection 2.01(a) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff shall be on such appropriate registration form of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC Commission as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the CompanyPartnership; provided that, subject if the Partnership is then eligible, it shall file the Registration Statement on Form S-3. The Registration Statement when declared effective (including the documents incorporated therein by reference) shall comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration Statement, in the light of the circumstances under which a statement is made). The plan of distribution indicated in the Registration Statement will include all such methods of sale as a Holder may reasonably request in writing at least five (5) Business Days prior to the approval filing of the Registration Statement and that can be included in the Registration Statement under the rules and regulations of the Commission. As soon as practicable following the date that the Registration Statement becomes 1 NTD - To be the date that is 114 months (9.5 years) following the date of this Agreement. 854064.07-WILSR01A - MSW effective, but in any event within three (3) Business Days of such Majority date, the Partnership shall provide the Holders (such approval not to be unreasonably withheld)with written notice of the effectiveness of the Registration Statement.

Shelf Registration Statement. The Company agrees (asubject to Section 1.2 hereof), within forty-five (45) The Company: days after the Effective Time (Aas defined in the Merger Agreement), to file, without any request or any other action on the part of the Stockholders, with the Securities and Exchange Commission ("SEC") shall cause a registration statement for an offering to be filed with the SEC, made on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely continuous basis pursuant to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities ActAct (the "Shelf Registration"), covering all of the Registrable Shares (the "Registration Statement"; and the related prospectus (Bincluding any preliminary prospectus) is referred to as the "Prospectus"). The Registration Statement and Prospectus (and any other form or document required to be filed in connection with the exercise of the Registration Rights) shall be on the appropriate form, reasonably satisfactory to the Stockholders or, in the case of an underwritten offering, reasonably satisfactory to the Stockholders and the underwriter, and shall otherwise comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations promulgated thereunder, permitting registration of such Registrable Shares for resale by each Stockholder in the manner or manners designated by it. The Company agrees (subject to Section 1.2 hereof) to use its best efforts to have such Shelf cause the Registration Statement to be declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by and will notify each Stockholder when such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) has become effective. The Company shall agrees (subject to Section 1.2 hereof) to use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented effective (including the preparation and amended in order to permit filing of any amendments and supplements necessary for that purpose) during the Prospectus included therein to be lawfully delivered period from the date that the Registration Statement is declared effective by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on SEC until the earlier of (i) the date on which the Stockholders shall have sold all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volumeShares, manner of sale or other restrictions, or (ii) the date on which no Holder owns any all of the Registrable Securities Shares are eligible to be sold or transferred under Rule 144 without holding period or volume limitations, and (in any iii) 36 months after the Effective Time (such caseperiod, such period being called the "Shelf Registration Effective Period"); provided, however, that prior . Upon seeking to offer and sell its Registrable Shares pursuant to the termination Registration Statement, each Stockholder agrees to provide in a timely manner information regarding the proposed distribution by such Stockholder of the Registrable Shares and such Shelf Registration pursuant to clause (i), other information reasonably requested by the Company shall first furnish in connection with the preparation of and for the inclusion in the Registration Statement. The Company agrees to provide to each Holder Stockholder the number of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders copies of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that final Prospectus and any amendments or supplements thereto as are reasonably requested by such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statementStockholder. The Company shall promptly notify the Stockholders of any threatened stop order by the SEC or if the Registration Statement ceases to be deemed not to have used effective for any reason at any time during the Effective Period (other than because of the sale of all of the securities registered thereunder or as permitted by Section 1.2 hereof), and the Company shall use its best efforts and take all reasonable actions required to keep prevent the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval entry of such Majority Holders (such approval not stop order or to be unreasonably withheld)obtain the prompt withdrawal of any order suspending the effectiveness thereof.

Shelf Registration Statement. (a) The Company: (A) shall cause to be filed In connection with the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement", the Escrow Issuer (and, after the Merger, the Company and the Guarantors) shall: (i) comply with all applicable provisions of Section 6(c) below and use their respective commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Escrow Issuer (or, after the Merger, the Company) pursuant to Section 4(b) hereof), and pursuant thereto the Escrow Issuer (and, after the Merger, the Company and the Guarantors) will prepare and file with the Commission a Registration Statement relating to the registration on an any appropriate form under the Securities Act, relating solely to which form shall be available for the offer and sale of all the Registrable Transfer Restricted Securities by the Holders thereof from time to time in accordance with the intended method or methods of distribution specified by thereof within the Initial time periods and otherwise in accordance with the provisions hereof; and (ii) issue to any Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it or purchaser of Notes covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the any Shelf Registration Statement continuously effectivecontemplated by this Agreement upon the request of any such Holder or purchaser of Notes, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered provided that such Holder provides all documentation reasonably requested by the Holders Escrow Issuer (and, after the Merger, the Company) in connection with such issuance, Exchange Notes having an aggregate principal amount equal to the aggregate principal amount of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject Notes sold pursuant to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior surrendered to the termination of such Shelf Registration pursuant to clause Escrow Issuer (i)or, after the Merger, the Company Company) for cancellation; the Escrow Issuer (or, after the Merger, the Company) shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by register Exchange Notes on the Shelf Registration Statement be offered by means for this purpose and issue the Exchange Notes to the purchaser(s) of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement securities subject to the Shelf Registration Statement in order to effect the names as such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration purchaser(s) shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)designate.

Shelf Registration Statement. (a) The Company: (A) shall Company shall, at its expense, use its commercially reasonable efforts to cause to be filed with the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely Statement with respect to the offer and sale resales of all the Registrable shares of Common Stock issued upon conversion of shares of Series B Convertible Preferred Stock that are Transfer Restricted Securities by the Holders thereof each Holder from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and on a delayed or continuous basis pursuant to Rule 415 (or any similar provisions then in force) to be prepared, filed and declared effective under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective Act by the SEC as soon as practicable thereafterFebruary 28, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder2016. (b) The Company shall, at its expense, use its commercially reasonable efforts to cause a Shelf Registration Statement with respect to resales of shares of Series B Convertible Preferred Stock (including, for purposes of registering the sale of such Preferred Stock only, shares of Common Stock issuable upon conversion of such Preferred Stock) that are Transfer Restricted Securities by each Holder from time to time on a delayed or continuous basis pursuant to Rule 415 (or any similar provisions then in force) to be prepared, filed and declared effective under the Securities Act by February 28, 2016. If eligible, the Company may satisfy the requirement to file a Shelf Registration Statement pursuant to this Section 2(b) by registering for resale the Series B Convertible Preferred Stock on the Shelf Registration Statement required to be filed under Section 2(a) above. (c) The Company shall use its best commercially reasonable efforts to name each Holder of Transfer Restricted Securities as a selling shareholder in each Shelf Registration Statement at the time of its effectiveness so that such Holder is permitted to deliver the Prospectus forming a part thereof as of such time to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. The Company may require each Holder of Transfer Restricted Securities to be sold pursuant to any Shelf Registration Statement to furnish to the Company such information (including, but not limited to, by completing questionnaires within a reasonable timeframe established by the Company) regarding the Holder and the proposed distribution of such Transfer Restricted Securities as may, from time to time, be required by the Securities Act and/or the SEC or any other federal or state governmental authority, and the obligations of the Company to any Holder under this Agreement shall be expressly conditioned on the timely compliance of such Holder with such request. (d) After a Shelf Registration Statement has become effective, the Company shall, upon the request of any Holder of Transfer Restricted Securities, use its commercially reasonable efforts to promptly prepare and file with the SEC (x) a supplement to the Prospectus or, if required by applicable law in order to cause a Holder to be named as a selling shareholder in the Shelf Registration Statement, a post-effective amendment to the Shelf Registration Statement (a “Seller Post-Effective Amendment”) and (y) any other document required by applicable law, so that the Holder is named as a selling shareholder in the Shelf Registration Statement and is permitted to deliver the Prospectus to purchasers of such Holder’s Transfer Restricted Securities in accordance with applicable law. If the Company files a Seller Post-Effective Amendment, it shall use its commercially reasonable efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is practicable. Notwithstanding the foregoing requirement above, the Company shall not be obligated to file more than one Seller Post-Effective Amendment in any fiscal quarter. (e) (i) The Company shall use its commercially reasonable efforts, subject to Section 2(e)(ii), to keep the Shelf Registration Statement continuously effective, supplemented and amended under the Securities Act in order to permit the Prospectus included therein forming a part thereof to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders usable, subject to Section 2.6(aSections 2(c) and 2(d), or at by all times Holders until all Transfer Restricted Securities (except during A) have been transferred pursuant to a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement or another registration statement covering such Transfer Restricted Securities which has been filed with the SEC pursuant to the Securities Act, in either case after such registration statement has become effective and ending on while such registration statement is effective under the earlier of Securities Act, (iB) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold have been transferred pursuant to Rule 144(k) 144 under circumstances in which any legend borne by such Transfer Restricted Securities relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed, (C) may be sold or any successor provision having similar effect) transferred without any volume, manner of sale or other restrictions, restriction under Rule 144 or (iiD) the date on which no Holder owns any Registrable Securities have ceased to be outstanding (in any such case, such period being called the "“Shelf Registration Period"”); provided. The Company will (x) subject to Sections 2(c) and 2(d), however, that prior use its commercially reasonable efforts to prepare and file with the SEC such amendments and post-effective amendments to the termination of such Shelf Registration pursuant Statement as may be necessary to clause (ikeep the Shelf Registration Statement continuously effective for the Shelf Registration Period, subject to Section 2(e)(ii), (y) subject to Sections 2(c) and 2(d), cause the Company shall first furnish related Prospectus to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinionbe supplemented by any required supplement, in form and substance satisfactory as so supplemented to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable be filed pursuant to Rule 144(k424 (or any similar provisions then in force) under the Securities Act and (or any successor provision having similar effectz) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from comply in all material respects with the staff provisions of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant Act with respect to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities Statement during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (cii) If at any time Notwithstanding anything herein to the Majority Holders request in writing that all contrary, the Company may suspend the filing or any part use of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offeringor any Prospectus, if the Company shall cause have determined in good faith that because of valid business reasons, including without limitation any proposal or plan of the Company or any of its subsidiaries to be filed effect a merger, acquisition, disposition, financing, reorganization, recapitalization or other transaction, or because of required disclosure or filings with the SEC as soon as practicable SEC, it is in the best interests of the Company to suspend such use, and prior to suspending such use the Company provides the Holders with written notice of such suspension, which notice need not specify the nature of the event giving rise to such suspension (and, upon receipt of such notice, each Holder agrees not to sell any necessary or appropriate supplement Transfer Restricted Securities pursuant to the Shelf Registration Statement until such Holder is advised in order writing that the Prospectus may be used, which notice the Company agrees to effect provide promptly following the lapse of the event or circumstances giving rise to such Underwritten Offeringsuspension). In such caseEach Holder shall keep confidential any communications received by it from the Company regarding the suspension of the use of the Prospectus (including the fact of the suspension), except as required by applicable law. (f) Notwithstanding anything herein to the contrary, the sole Company shall not be required to file a Shelf Registration Statement that pursuant to (i) any written or managing Underwriters oral guidance, comments, requirements or requests of the SEC staff and any additional investment bankers and managers (ii) the Securities Act, would be deemed to be used in connection with such registration shall be selected constitute a primary offering of securities by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)it.

Shelf Registration Statement. (a) The Company: (A) shall cause Company agrees to be filed file with the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as reasonably practicable thereafterafter the Closing Date, but in no event later than June 30the Filing Date, 2002; provideda Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Transfer Restricted Securities, howeverrespectively (such Registration Statement or Statements, that no Holder (collectively, the “Shelf Registration Statement”). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Transfer Restricted Securities being sold. The Company shall not permit any securities other than the Initial Holder) shall be entitled to have the Registrable Transfer Restricted Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) included in any Shelf Registration Statement. The Company shall use its best all reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof, and to keep the each Shelf Registration Statement continuously effective, supplemented and amended in order to permit effective under the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) Act for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) two years after the date on which all of the Registrable Notes (including any Additional Notes) are sold by the Company to the Initial Purchasers (including any New Holders) (the “Effectiveness Period”), or such shorter period ending when there cease to be any Transfer Restricted Securities covered by such outstanding. No later than the second Business Day after each Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i)Statement becomes effective, the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to file with the Majority Holders of SEC the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable Prospectus included therein pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC424. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. (a) The Company: (A) shall cause Company agrees to be filed file with the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as reasonably practicable thereafterafter the Closing Date, but in no event later than June 30the Filing Date, 2002; provideda Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Transfer Restricted Securities, howeverrespectively (such Registration Statement or Statements, that no Holder (collectively, the "SHELF REGISTRATION STATEMENT"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Transfer Restricted Securities being sold. The Company shall not permit any securities other than the Initial Holder) shall be entitled to have the Registrable Transfer Restricted Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) included in any Shelf Registration Statement. The Company shall use its best reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof and to use all reasonable efforts to keep the such Shelf Registration Statement continuously effectiveeffective under the Securities Act, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a)2(d) hereof, or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) two years after the date on which all of the Registrable Transfer Restricted Securities covered by such Shelf Registration may be are sold to the Initial Purchasers (including those sold pursuant to Rule 144(kthe option granted to the Initial Purchasers in the Purchase Agreement) under (the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions"EFFECTIVENESS PERIOD"), or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such shorter period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause ending when there cease to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)Transfer Restricted Securities outstanding.

Shelf Registration Statement. (a) The Company: Following the Closing Date, Parent shall (i) file with the SEC (A) shall cause to be filed with the SEC, on or before December 31, 2001, a shelf registration statement under the Securities Act on Form S-3 (the "Shelf Registration Statement"or any successor short form registration involving a similar amount of disclosure) on an appropriate or if then ineligible to use any such form, then any other available form of registration statement, or (B) pursuant to Rule 424(b) under the Securities Act, relating solely a prospectus supplement that shall be deemed to the offer and sale be part of all the Registrable Securities by the Holders thereof from time to time an existing shelf registration statement in accordance with Rule 430B under the methods Securities Act, in each case for a public offering of distribution specified the shares of Parent Common Stock received by the Initial Holder Participating Common Stockholders as set forth Closing Parent Stock Consideration in the Registration Statement and Merger (the “Registrable Stock”) to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Registration Statement”) and, in the case of clause (A) above, use commercially reasonable efforts to cause the Registration Statement to become effective within 180 days after the Closing Date, (ii) use commercially reasonable efforts to cause the Registration Statement to remain effective until the earlier of (1) the date when all Registrable Stock covered by the Registration Statement has been sold or (2) the date when all Registrable Stock covered by the Registration Statement first becomes eligible for sale pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder, and (iii) prepare and file with the SEC any required amendments to the Registration Statement and the prospectus (including any prospectus supplement) used in connection therewith (“Shelf Prospectus”). Notwithstanding the foregoing, Parent shall have no obligation to register or to maintain the effectiveness of the Registration Statement after all Registrable Stock covered by the Registration Statement first becomes eligible for sale pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder. (i) Upon the issuance by the SEC of a stop order suspending the effectiveness of the Registration Statement or the initiation of any Legal Proceeding with respect to the Registration Statement under Section 8(d) or 8(e) of the Securities Act; , or (ii) if the Registration Statement or Shelf Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading (including, in any such case, as a result of the non-availability of financial statements), or (iii) upon the occurrence or existence of any development, event, fact, situation or circumstance relating to Parent that, in the judgment of a majority of the Parent Board, makes it appropriate to suspend the availability of the Registration Statement and/or Shelf Prospectus, (A)(1) in the case of clause (ii) above, and subject to clause (iii) above, Parent shall as promptly as reasonably practicable prepare and file a post-effective amendment to such Registration Statement or a supplement to the related Shelf Prospectus, as applicable, so that such Registration Statement or Shelf Prospectus, as applicable, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and subject to clause (iii) above, in the case of a post-effective amendment to the Registration Statement, use commercially reasonable efforts to cause it to become effective as promptly as reasonably practicable, and (2) in the case of clause (i) above, use commercially reasonable efforts to cause such stop order to be lifted, and (B) Parent shall use give notice to the Participating Common Stockholders that the availability of such Registration Statement or Shelf Prospectus is suspended (a “Deferral Notice”) and, upon receipt of any Deferral Notice, each Participating Common Stockholder agrees that it shall not sell any Registrable Stock pursuant to the Registration Statement or Shelf Prospectus until such Participating Common Stockholder is notified by Parent of the effectiveness of the post-effective amendment to the Registration Statement provided for in clause (A) above, or until it is notified in writing by Parent that the Shelf Prospectus may be used. In connection with any development, event, fact, situation or circumstance covered by clause (iii) above, Parent shall be entitled to exercise its best efforts rights pursuant to have this Section 11.03(b) to suspend the availability of the Registration Statement and Shelf Prospectus for no more than an aggregate of 90 days. (c) In connection with the performance of its obligations under this Section 11.03, Parent shall pay all registration fees under the Securities Act, all printing expenses and all fees and disbursements of Parent’s legal counsel, Parent’s independent registered public accounting firm and any other persons retained by Parent, and any other expenses incurred by Parent. Each Participating Common Stockholder shall pay any discounts, commissions and transfer taxes, if any, attributable to the sale of Registrable Stock and any other expenses (including the fees and expenses of any separate counsel and other advisors and agents, if any, to such Participating Common Stockholder) incurred by it. In addition, Parent shall pay the reasonable fees and expenses of one legal counsel to represent the interests of the Participating Common Stockholders under this Section 11.03. (d) Each Participating Common Stockholder (i) shall furnish to Parent such information regarding themselves, their relationship to Parent and its Affiliates, their beneficial ownership of Parent Common Stock, the Registrable Stock held by them, and the intended method of disposition of such securities as is required to be included under the Securities Act in the Registration Statement (or any amendment thereto) or any Shelf Prospectus, (ii) shall comply with the prospectus delivery requirements under the Securities Act in connection with the sale or other distribution of Registrable Stock pursuant to the Registration declared effective by Statement, (iii) shall indemnify Parent, each officer and director of Parent, and each person, if any, who controls Parent within the SEC as soon as practicable thereaftermeaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each of the foregoing, an “indemnified party” for purposes of this Section 11.03(d)) against any and all loss, liability, claim and damage arising out of any untrue statement of a material fact contained in the Registration Statement or any Shelf Prospectus (or any amendment thereto) or the omission therefrom of a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, but only with respect to untrue statements or omissions made in no event later than June 30the Registration Statement or any Shelf Prospectus (or any amendment thereto) in reliance upon and in conformity with information furnished in writing to Parent by or on behalf of such Participating Common Stockholder for use in the Registration Statement or any Shelf Prospectus (or any amendment thereto), 2002; providedand (iv) shall report to Parent all sales or other distributions of Registrable Stock pursuant to the Registration Statement. It shall be a condition precedent to the obligations of Parent to take any action pursuant to this Section 11.03 with respect to the Registrable Stock of any Participating Common Stockholder that such Participating Common Stockholder constitute a Participating Common Stockholder, howeverand at all times continue to comply with the requirements set forth in the definition of Participating Common Stockholder. If the indemnification provided for in this Section 11.03(d) from a Participating Common Stockholder is unavailable to an indemnified party hereunder in respect of any losses, that no Holder claims, damages or liabilities referred to in this Section 11.03(d), such Participating Common Stockholder, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses, in such proportion as is appropriate to reflect the relative fault of such Participating Common Stockholder and indemnified party in connection with the actions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. No person guilty of fraudulent misrepresentation (other than within the Initial Holdermeaning of Section 11(f) of the Securities Act) shall be entitled to have contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of Parent and each Participating Common Stockholder under this Section 11.03(d) shall survive the completion of any offering or sale of Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold Stock pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SECStatement. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. (a) The Company: (A) shall cause , at its expense, agrees to be filed file with the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as reasonably practicable thereafterafter the Closing Date, but in no event later than June 30the Filing Date, 2002; provideda Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Registrable Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Registrable Securities, however, that no Holder respectively (each such Registration Statement filed by the Company pursuant to this Agreement a "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Registrable Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Registrable Securities being sold. The Company shall not permit any securities other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) included in any Shelf Registration Statement. The Company shall use its best all reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof, but in any event not later than the Effectiveness Target Date after the Closing Date, and to keep the each Shelf Registration Statement continuously effective, supplemented and amended in order to permit effective under the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on Act until the earlier of (i) the date that is two years after the date on which all of the Registrable Securities covered Notes are sold by such Shelf Registration may be the Company (including those sold pursuant to Rule 144(kthe option granted to the Initial Purchasers in the Purchase Agreement) under to the Securities Act Initial Purchasers (or any successor provision having similar effect) without any volumethe "Effectiveness Period"), manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called when the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder Holders of Registrable Securities participating in are able to sell all such Shelf Registration (A) an opinion, in form and substance satisfactory securities immediately without restriction pursuant to the Majority Holders volume limitation provisions of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) 144 under the Securities Act (or any successor provision having similar effect) without any volumerule thereto or otherwise, manner of sale or other restrictions or (Biii) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such sale pursuant to any Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SECall securities registered thereunder. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. (a) The Company: Upon written request of the Holder (A) shall cause such written request to be filed made no later than 3 months prior to the Scheduled Effectiveness Target Date if and to the extent the Holder desires to sell such Holder's Compensation Securities on or shortly after the Scheduled Effectiveness Target Date) the Company agrees to file with the SEC, SEC (i) a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Compensation Securities or before December 31, 2001, (ii) separate Registration Statements for an offering to be made on a shelf registration statement continuous basis pursuant to Rule 415 covering all of the Compensation Exchange Notes and all of the Common Stock constituting Compensation Securities (such Registration Statement or Statements are collectively referred to herein as the "Shelf Registration Statement") ). Each Shelf Registration Statement shall be on an appropriate form Form S-3 under the Securities ActAct or other appropriate form, relating solely such as Form S-1 or Form S-2, that is available to the offer and sale Company permitting registration of all the Registrable such Compensation Securities for resale by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have manner or manners reasonably designated by such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Initial Holder) shall be entitled to have the Registrable Compensation Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) included in any Shelf Registration Statement. The Company shall use its best reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as is practicable following the filing thereof and to keep the each Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) for two years after the date on which no Holder owns of original issuance of any Registrable Securities of the Compensation Exchange Notes (in any such case, such period being called subject to extension pursuant to Sections 2(d) hereof) (the "Shelf Registration Effectiveness Period"); provided, however, that prior to the termination of or such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause shorter period ending when there cease to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)Compensation Securities outstanding.

Shelf Registration Statement. (a) The Company: In the event that (Ai) shall cause changes in law or in currently applicable interpretations of the Staff of the SEC do not permit the Company to be filed effect such an Exchange Offer, (ii) the Exchange Offer Registration Statement is not declared effective within 210 calendar days of the Issue Date, (iii) any Holder notifies the Company on or by the 20th Business Day following consummation of the Exchange Offer that (a) it is prohibited by law or SEC policy from participating in the Exchange Offer, (b) it may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales or (c) it is a broker-dealer and owns Notes acquired directly from the Company or an affiliate of the Company (each such event referred to in clauses (i), (ii) and (iii), a "Shelf Filing Event"), the Company will, at its cost, (a) use its reasonable ------------------ best efforts to file with the SEC, on or before December 31, 2001, SEC a shelf registration statement (the "Shelf ----- Registration Statement") covering resales of the Notes, on an appropriate form under the Securities Act, relating solely or prior to the offer and sale later ---------------------- of all (x) 30 days after the Registrable Securities by Shelf Filing Event or (y) 120 days after the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and Issue Date, (Bb) shall use its reasonable best efforts to have such cause the Shelf Registration Statement to be declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder on or prior to the 90th day after such obligation arises and (other than the Initial Holderc) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its reasonable best efforts to keep continuously effective the Shelf Registration Statement continuously effective, supplemented and amended in order to permit until two years after the Prospectus included therein to be lawfully delivered by Issue Date or such shorter period that will terminate when all the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities Notes covered by such Shelf Registration may be Statement have been sold pursuant to Rule 144(k) under the Securities Act thereto (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Effectiveness Period"); provided. The Company will, howeverin the event the Shelf -------------------- Registration Statement is filed, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish provide to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders copies of the Registration, Prospectus which is a part of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell Statement, notify each such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by Holder when the Shelf Registration Statement for the Notes has become effective and take such other actions as are reasonably required to permit unrestricted resales of the Notes. Holders will be offered by means of a firm commitment Underwritten Offering, the Company shall cause required to deliver information to be filed used in connection with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect have their Transfer Restricted Notes included in the Shelf Registration Statement. The Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Underwritten OfferingTransfer Restricted Notes for resale by Holders in the manner or manners designated by them and set forth in such Shelf Registration Statement (including, without limitation, one or more underwritten offerings). In such case, The Company shall not permit and shall not be required to permit any securities other than the sole or managing Underwriters and any additional investment bankers and managers Transfer Restricted Notes to be used included in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)any Shelf Registration Statement.

Shelf Registration Statement. (a) The Company: As soon as practicable but no later than forty-five (A45) calendar days after the date hereof (the “Filing Date”), the Company shall cause to be filed prepare and file with (or confidentially submit to) the SEC, on or before December 31, 2001, Commission a shelf registration statement under Rule 415 of the Securities Act (the "such registration statement, a “Shelf Registration Statement"”) on an appropriate form under covering the Securities Act, relating solely to the offer and sale resale of all the Registrable Securities by the Holders thereof from time (determined as of two Business Days prior to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement such filing) on a delayed or continuous basis and Rule 415 under the Securities Act; and (B) shall use its best commercially reasonable efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable thereafter, but in after the filing thereof and no event later than June 30the earlier of (x) 90 calendar days (or 120 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) following the date hereof and (y) 10 Business Days after the date the Company is notified (orally or in writing, 2002; provided, however, whichever is earlier) by the Commission that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to will not be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders “reviewed” or will not be subject to Section 2.6(a)further review (such earlier date, or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"“Effectiveness Date”); provided, however, that prior (i) if the Effectiveness Date falls on a Saturday, Sunday or other day that Commission is closed for business, the Effectiveness Date shall be extended to the termination next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same amount of such Business Days that the Commission remains closed for operations. Such Shelf Registration pursuant to clause (i), the Company Statement shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel provide for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner resale of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than therein pursuant to an effective registration statementany method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during maintain the Shelf Registration Period if it voluntarily takes any action that would result Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) Securities. If at any time the Majority Company shall have qualified for the use of a Registration Statement on Form S-3 or any other form that permits incorporation of substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Shelf Registration Statement on Form S-1, then the Company shall use its commercially reasonably efforts to convert such outstanding Shelf Registration Statement on Form S-1 into a Shelf Registration Statement on Form S-3. Notwithstanding the foregoing, if the Commission prevents the Company from including any or all of the Registrable Securities under the Shelf Registration Statement due to limitations on the use of Rule 415 of the Securities Act, such Shelf Registration Statement shall register for resale such number of Registrable Securities which is equal to the maximum number of Registrable Securities as is permitted by the Commission. In such event, the number of Registrable Securities or other shares to be registered for each selling stockholder named in the Shelf Registration Statement shall be reduced pro rata among all such selling stockholders and as promptly as practicable after being permitted to register additional shares under Rule 415 under the Securities Act, the Company shall amend the Shelf Registration Statement or file one or more new Shelf Registration Statement(s) (such amendment or new Shelf Registration Statement shall also be deemed to be “Shelf Registration Statement” hereunder) to register such additional Registrable Securities and cause such amendment or Shelf Registration Statement(s) to become effective as soon as practicable after the filing thereof and no later than the earlier of (x) 30 calendar days (or 90 calendar days if the Commission notifies the Company that it will “review” the Shelf Registration Statement) after the filing of such Shelf Registration Statement and (y) 10 Business Days after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Shelf Registration Statement will not be “reviewed” or will not be subject to further review (such earlier date, the “Additional Effectiveness Deadline”); provided, however, that (i) if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Additional Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same number of Business Days that the Commission remains closed for. Any failure by the Company to file a Registration Statement by the Effectiveness Deadline or Additional Effectiveness Deadline shall not otherwise relieve the Company of its obligations to file or effect a Registration Statement as set forth in this Section 2. (b) Subject to Section 2.3 and Section 2.4, (i) any Significant Holder or (ii) the Holders request in writing that of a majority-in-interest of the then outstanding number of Registrable Securities (the “Demanding Holders”), may make a written demand from time to time to elect to sell all or any part of their Registrable Securities, with a total offering price reasonably expected to exceed, in the Registrable Securities covered by aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the Shelf Registration Statement Statement, which written demand shall describe the amount and type of securities to be offered included in such Registration and the intended method(s) of distribution thereof. The Demanding Holders shall make such election by means delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than five (5) Business Days after receipt of a firm commitment Underwritten OfferingShelf Underwriting Request, the Company shall cause to be filed with give written notice (the SEC as soon as practicable any necessary or appropriate supplement “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration Statement in order to effect such Underwritten Offering(“Shelf Registrable Securities”). In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the The Company, subject to Section 2.1.3, shall include in such Shelf Underwriting (x) the approval Registrable Securities of the Demanding Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within ten (10) calendar days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within twenty (20) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its reasonable best efforts to effect such Shelf Underwriting. The Company shall, at the request of any Demanding Holder or any other Holder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Demanding Holders may request, and the Company shall be required to facilitate, an aggregate of three (3) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities in any twelve (12) month period; provided, however, that a Shelf Underwriting shall not be counted for such purposes unless a Registration Statement has become effective and all of the Registrable Securities requested by the Demanding Holders to be registered on behalf of the Demanding Holders in such Shelf Underwriting have been sold; and provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, such Demanding Holder only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of record of other Registrable Securities shall not be entitled to notice of such Majority Holders (Underwritten Block Trade and shall not be entitled to participate in such approval not Underwritten Block Trade; provided, however, that the Demanding Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to be unreasonably withheld)work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade.

Shelf Registration Statement. (a) The Company: (A) shall cause to be filed Issuer agrees that it will file with the SEC, on or before December 31, 2001, Commission (at the Issuer’s sole cost and expense) a shelf registration statement on Form S-3 promulgated under the Securities Act (the "Shelf Registration Statement") on an appropriate form which, if Issuer is then a “well-known seasoned issuer” (as defined in Rule 405 under the Securities Act), relating solely shall be filed pursuant to General Instruction I.D. of Form S-3) (an “Automatic Shelf Registration Statement”) registering the offer and sale resale of all the Registrable Securities by (the Holders thereof “Registration Statement”) (x) on the date which is six (6) months following the Subscription Closing Date, unless counsel for the Issuer shall have delivered to Subscriber and the Transfer Agent a legal opinion within five (5) business days prior to such date that Subscriber does not constitute an affiliate of the Issuer under the Securities Act (and counsel for Subscriber agrees with such legal opinion) or (y) within ten (10) business days after Subscriber delivers a written request to file a Registration Statement, if at any time and from time to time after the date which is six (6) months following the Subscription Closing Date Subscriber requests counsel for the Issuer to deliver to Subscriber and the Transfer Agent a legal opinion in accordance connection with a planned sale of Registrable Securities that Subscriber does not constitute an affiliate of the methods Issuer under the Securities Act and counsel for the Issuer is unwilling or unable to deliver such a legal opinion within five (5) business days after receipt of distribution specified by such request or counsel for Subscriber does not agree with such legal opinion, and thereafter the Initial Holder as set forth in Issuer shall use its commercially reasonable efforts, if the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts is not an Automatic Shelf Registration Statement, to have such Shelf the Registration Statement declared effective by the SEC as soon as practicable thereafterafter the filing thereof, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the 90th calendar day following the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under Statement is filed if the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or Commission notifies the Issuer that it will “review” the Registration Statement and (ii) the 10th business day after the date on which no Holder owns any Registrable Securities the Issuer is notified in writing by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (in any such caseearlier date, such period being called the "Shelf Registration Period"“Effectiveness Date”); provided, however, that prior the Issuer’s obligations to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if include the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during are contingent upon Subscriber furnishing in writing to the Shelf Registration Period if it voluntarily takes any action that would result in Holders Issuer such information regarding Subscriber, the securities of the Issuer held by Subscriber and the intended method of disposition of the Registrable Securities covered thereby not being able as shall be reasonably requested by the Issuer to offer and sell such Registrable Securities during effect the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part registration of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten OfferingSecurities, the Company and Subscriber shall cause use reasonable efforts to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect execute such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used documents in connection with such registration as the Issuer may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Issuer shall be selected entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder. Following the Effectiveness Date, if the transfer restrictions as set forth on Exhibit A to this Subscription Agreement are no longer required by the CompanySecurities Act or any applicable state securities laws, subject upon request of Subscriber, the Issuer shall use its commercially reasonable efforts to cooperate with Subscriber to have such transfer restrictions removed, including providing authorization to the approval Transfer Agent within five (5) business days of the Issuer’s receipt of such Majority Holders request. (such approval not i) All Registration Expenses shall be borne by the Issuer. It is acknowledged that Subscriber shall bear, with respect to be unreasonably withheld)Subscriber’s Registrable Securities being sold, all underwriters’ commissions and discounts, brokerage fees and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing Subscriber. (ii) As used in this Section 5 or elsewhere in this Subscription Agreement, the following terms shall have the following meanings:

Shelf Registration Statement. (a) The Company: (A) Partnership and the Guarantors shall cause file with the Commission a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering (i) all of the SECRegistrable Securities not exchanged in the Exchange Offer, on or before December 31, 2001, a shelf registration statement (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes of the Notes for which Section 2(c)(ii)(D) applies (the "“Shelf Registration Statement") on an appropriate form under ”). The Partnership and the Securities Act, relating solely Guarantors shall use their respective reasonable efforts to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance file with the methods of distribution specified by Commission the Initial Holder as set forth in the Shelf Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, and in any event on or prior to the 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (but in no event later than June 30, 2002; provided, however, that no Holder (not including any underwritten offerings). The Partnership and the Guarantors shall not permit any securities other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such to be included in the Shelf Registration Statement. The Partnership and the Guarantors shall use their respective reasonable efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound by all declared effective under the provisions Securities Act on or prior to the date that is 180 days after delivery of this Agreement applicable to such Holder. (b) The Company shall use its best efforts the Shelf Notice and to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit effective under the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) Act until the date on which all of that is two years from the Registrable Securities covered by Closing Date (or such Shelf Registration shorter restrictive period as may be sold required pursuant to Rule 144(k)) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such shorter period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that ending when all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, have been sold in the Company shall cause to be filed with the SEC manner set forth and as soon as practicable any necessary or appropriate supplement to contemplated in the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers cease to be used outstanding (the “Effectiveness Period”); provided, however, that the Effectiveness Period in connection with such registration respect of the Shelf Registration Statement shall be selected by the Company, subject extended to the approval extent required to permit dealers to comply with the applicable prospectus delivery requirements of such Majority Holders (such approval not to be unreasonably withheld)Rule 174 under the Securities Act and as otherwise provided herein.

Shelf Registration Statement. (a) The Company: (A) Partnership and the Guarantors shall cause file with the Commission a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering (i) all of the SECRegistrable Securities not exchanged in the Exchange Offer, on or before December 31, 2001, a shelf registration statement (ii) all of the Private Exchange Notes and (iii) all of the Exchange Notes of the Notes for which Section 2(c)(ii)(D) applies (the "Shelf Registration Statement") on an appropriate form under ). The Partnership and the Securities Act, relating solely Guarantors shall use their respective reasonable efforts to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance file with the methods of distribution specified by Commission the Initial Holder as set forth in the Shelf Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, and in any event on or prior to the 90th day after the delivery of the Shelf Notice. The Shelf Registration Statement shall be on Form S-3 or another appropriate form permitting registration of such Registrable Securities for resale by Holders in the manner or manners designated by them (but in no event later than June 30, 2002; provided, however, that no Holder (not including any underwritten offerings). The Partnership and the Guarantors shall not permit any securities other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such to be included in the Shelf Registration Statement. The Partnership and the Guarantors shall use their respective reasonable efforts to cause the Shelf Registration Statement unless such Holder agrees in writing to be bound by all declared effective under the provisions Securities Act on or prior to the date that is 180 days after delivery of this Agreement applicable to such Holder. (b) The Company shall use its best efforts the Shelf Notice and to keep the Shelf Registration Statement continuously effective, supplemented and amended in order effective under the Securities Act until the date that is two years from the Closing Date (or such shorter restrictive period as may be required pursuant to permit the Prospectus included therein to be lawfully delivered by the Holders of the Rule 144(k)) or such shorter period ending when all Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of covered by the Shelf Registration Statement have been sold in the manner set forth and ending on as contemplated in the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may Statement or cease to be sold pursuant to Rule 144(k) under the Securities Act outstanding (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Effectiveness Period"); provided, however, that prior the Effectiveness Period in respect of the Shelf Registration Statement shall be extended to the termination extent required to permit dealers to comply with the applicable prospectus delivery requirements of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) 174 under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SECas otherwise provided herein. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. (a) The Company: (A) Parent shall cause use its commercially reasonable efforts to be filed with the SEC, on or before December 31, 2001, a shelf keep its registration statement on Form S-3 (the "“Shelf Registration Statement"”) on an appropriate form continuously effective under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended Act in order to permit the Prospectus included therein forming a part thereof to be lawfully delivered usable by the Holders Seller for the sale of Registrable Securities until the date as of which there are no Registrable Securities outstanding. Without limiting the foregoing, Parent shall file on the Closing Date a Prospectus supplement naming the Seller (subject to receipt of information reasonably requested by Parent necessary to complete such Prospectus supplement). Except as would not materially restrict or impair Seller’s rights to use the Shelf Registration Statement, Parent hereby represents and warrants that (i) the Shelf Registration Statement referred to in this ‎Section 5.23 is an “automatic shelf registration statement” as defined under Rule 405 of the Registrable Securities during each Permitted Trading Period Act that has been filed with the SEC not earlier than three years prior to the date hereof; and no notice of objection of the SEC to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by Parent; (ii) at the time of initial filing of the Shelf Registration Statement and at the time of the most recent amendment thereto for purposes of compliance with Section 10(a)(3) of the Securities Act, and at the time Parent was a “well known seasoned issuer” as defined belowin Rule 405, including not having been an “ineligible issuer” as defined in Rule 405; (iii) as of the date hereof, no order suspending the effectiveness of the Shelf Registration Statement has been issued by the SEC and no proceeding for the Holders subject that purpose or pursuant to Section 2.6(a), 8A of the Securities Act against Parent or at all times related to the offering has been initiated or threatened by the SEC; (except during a General Blackout Periodiv) for all other Holders, beginning on as of the applicable effective date of the Shelf Registration Statement and ending on any amendment thereto, the earlier Shelf Registration Statement complied and will comply with the Securities Act, and the rules and regulations of the SEC thereunder, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and (v) as of the date of the Prospectus and any amendment or supplement thereto, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) If the continued use of the Shelf Registration Statement at any time would require Parent to make an Adverse Disclosure, Parent may, upon giving at least three days’ prior written notice of such action to the Seller, suspend use of the Shelf Registration Statement (an “Unusual Shelf Suspension”); provided that Parent shall not be permitted to exercise an Unusual Shelf Suspension (i) more than two times during any 12-month period or (ii) for a period exceeding 30 days on any one occasion. In addition, Parent may, upon giving at least three days’ prior written notice to the date on which all Seller, suspend the use of the Shelf Registration Statement during the regular quarterly period during which directors and officers of Parent are not permitted to trade under the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy of Parent then in effect until the expiration of such quarterly period (a “Regular Shelf Suspension,” together with an Unusual Shelf Suspension, a “Shelf Suspension”); provided that the right of Parent to cause a Regular Shelf Suspension shall not be applicable to holders of Registrable Securities covered by such for more than a total of 120 days during any 12-month period. In the case of a Shelf Suspension, the Seller shall suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, any Registrable Securities, upon receipt of the notice referred to above. Parent shall immediately notify the Seller upon the termination of any Shelf Suspension. Parent shall, if necessary, supplement or make amendments to the Shelf Registration may Statement, if required by the registration form used by Parent for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act. (c) Notwithstanding anything to the contrary, none of Parent, Buyer or any of their respective Subsidiaries or Affiliates shall have any obligation to prepare any Prospectus supplement (other than a Prospectus supplement to an existing shelf registration statement to name the Seller as selling shareholder), participate in any due diligence, execute any agreements or certificates or deliver legal opinions or obtain comfort letters. (d) Parent shall indemnify the Seller and, the Seller’s officers, managers, partners and members, and each person or entity, if any, that controls the Seller within the meaning of the Securities Act or Exchange Act, as applicable, (each, an “Indemnitee”), against any and all Damages arising out of or based upon (a) any violation by Parent (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law or of any rule or regulation promulgated under the Securities Act, Exchange Act or any state securities law applicable to Parent and relating to action or inaction required of Parent under this Section 5.23 or in connection with the Shelf Registration Statement or Prospectus or (b) any third party claim based upon any untrue or alleged untrue statement of material fact contained in the Shelf Registration Statement, Prospectus or any “issuer information” filed or required to be sold filed pursuant to Rule 144(k) 433 under the Securities Act unless required to be filed as a result of its inclusion in a free writing prospectus prepared by the Seller without Parent’s prior written approval (for purposes of this section, the “Securities Act Information”), or any successor provision having similar effect) without any volume, manner of sale omission or other restrictions, alleged omission to state therein a material fact required to be stated therein or (ii) necessary to make the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period")statements therein not misleading; provided, however, that Parent shall not be liable to any such Indemnitee or any person who participates as an underwriter in the offering or sale of Registrable Securities or any other person, if any, who controls such underwriter within the meaning of the Securities Act, in any such case to the extent that any such Damages arise out of or are based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission made in the Securities Act Information in reliance upon and in conformity with information regarding such Indemnitee or its plan of distribution or ownership interests that was furnished in writing to Parent for use in connection with the Securities Act Information contained therein by such Indemnitee or (ii) the Seller’s failure to send or give a copy of the final, amended or supplemented prospectus furnished to the Seller by Parent at or prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless time such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement Act to the Shelf Registration Statement person claiming an untrue statement or alleged untrue 57 statement or omission or alleged omission if such statement or omission was corrected in order to effect such Underwritten Offering. In such case, the sole a final amended or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)supplemented Prospectus.

Shelf Registration Statement. (a) The Company: From and after the second anniversary of Closing, the Company shall: (Ai) shall cause to be filed as promptly as practicable, but in any event not later than 30 days upon receipt of written notice from a Holder or Holders holding at least 50% of the Registrable Securities (collectively, the “Majority Holder”) (the date, the “Filing Date”), prepare and file with the SEC, on or before December 31, 2001, SEC a shelf registration statement “Shelf” Registration Statement (the "“Shelf Registration Statement"”) on an appropriate form under covering the Securities Act, relating solely to the offer and sale resale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified elected by such Holders, to be made on a continuous basis pursuant to Rule 415. The Shelf Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S−3, in which case such registration shall be on another appropriate form in accordance herewith, reasonably acceptable to Holders of a majority of the Registrable Securities), as modified by the Initial Holder Company as set forth in necessary to conform to comments from the Registration Statement and Rule 415 under the Securities Act; and SEC; (Bii) shall use its reasonable best efforts to have such cause the Shelf Registration Statement to be declared effective by under the SEC 1933 Act as soon promptly as practicable thereafterpossible after the filing thereof, but in no any event later than June 30, 2002; provided, however, that no Holder prior to the 90th day (other than or the Initial Holder120th day in the case of a “full review” by the SEC) shall be entitled to have after the Registrable Securities held by it covered by such date of the request (the “Effectiveness Date”); (iii) within two Business Days after the Shelf Registration Statement unless such Holder agrees in writing is declared effective, file a final Prospectus with the SEC pursuant to be bound by all Rule 424 and notify the provisions Holders via facsimile of this Agreement applicable to such Holder.effectiveness of the Shelf Registration Statement; (biv) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit effective under the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (1933 Act until such time as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Registration Statement have been sold or cease to be Registrable Securities (the “Effectiveness Period”); (v) during the Effectiveness Period, furnish to each Holder with respect to the Registrable Securities registered under the Shelf Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of Prospectuses and such other documents as such Holder may be sold pursuant reasonably request, in order to Rule 144(k) under facilitate the Securities Act (or any successor provision having similar effect) without any volume, manner of public sale or other restrictionsdisposition of all or any of the Registrable Securities by such Holder; (vi) during the Effectiveness Period, notify each holder of Registrable Securities covered by such Registration Statement at any time when a Prospectus relating thereto is required to be delivered under the 1933 Act of the happening of any event as a result of which the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; and (iivii) file documents required of the Company for normal Blue Sky clearance in states specified in writing by any Holder; provided that the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (b) From the date on which hereof until the earlier of the date the Shelf Registration Statement is declared effective under the 1933 Act or the date the Investor no Holder owns longer holds any Registrable Securities (in any such caseSecurities, such period being called the "Shelf Registration Period"); provided, however, that prior subject to the termination rights of such Shelf Registration pursuant ▇▇ ▇▇▇▇▇▇, LLC under the ▇▇ ▇▇▇▇▇▇ Rights Agreement, unless agreed to clause (i)by the Majority Holder, the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf not file, nor permit the filing of, any Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale Statement other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SECStatement. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. (a) The Company: As soon as practicable but no later than twenty (A20) Business Days after the Merger Closing Date (the “Filing Date”), the Company shall cause to be filed prepare and file with (or confidentially submit to) the SEC, on or before December 31, 2001, Commission a shelf registration statement under Rule 415 of the Securities Act (the "such registration statement, a “Shelf Registration Statement"”) on an appropriate form under covering the Securities Act, relating solely to the offer and sale resale of all the Registrable Securities by the Holders thereof from time (determined as of two (2) Business Days prior to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement such filing) on a delayed or continuous basis and Rule 415 under the Securities Act; and (B) shall use its best commercially reasonable efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable thereafter, but in after the filing thereof and no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the ninetieth (90th) calendar day (or one-hundred twentieth (120th) calendar day if the Commission notifies the Company that it will “review” the Registration Statement) following the date on which all hereof and (ii) the tenth (10th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf Registration Statement shall provide for the resale of the Registrable Securities covered included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall use its commercially reasonable efforts to maintain the Shelf Registration Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments supplements and new registration statements as contemplated by Rule 415(a)(6) as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. (b) Subject to Section 2.3 and Section 2.4, the Holders may make a written demand from time to time to elect to sell all or any part of their Registrable Securities (the “Demanding Holders”), subject to the requirement that either (i) such Holders hold at least fifteen percent (15%) of the then-outstanding number of Registrable Securities or (i) the total offering price is reasonably expected to equal or exceed, in the aggregate, the Minimum Demand Threshold, pursuant to an Underwritten Offering pursuant to the Shelf Registration Statement, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof. The Demanding Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such Underwritten Offering specifying the number of Registrable Securities that the Demanding Holders desire to sell pursuant to such Underwritten Offering (the “Shelf Underwriting”). As promptly as practicable, but no later than two (2) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to the Holders of record of other Registrable Securities registered on such Shelf Registration may be sold pursuant Statement (“Shelf Registrable Securities”). The Company, subject to Rule 144(kSection 2.1.3, shall include in such Shelf Underwriting (i) under the Registrable Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or the Demanding Holders and (ii) the date on which no Holder owns any Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within five (5) calendar days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within ten (10) Business Days after the receipt of a Shelf Underwriting Request), but subject to Section 2.3, use its commercially reasonable efforts to effect such caseShelf Underwriting. The Company shall, such period being called at the "request of any Demanding Holders, file any prospectus supplement or, if the applicable Shelf Registration Period")Statement is an automatic shelf registration statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holders or any other Holder of Shelf Registrable Securities to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, each Demanding Holder may request, and the Company shall be required to facilitate, an aggregate of four (4) Shelf Underwritings pursuant to this subsection 2.1.1(b) with respect to any or all Registrable Securities; provided, however, that prior to the termination of a Shelf Underwriting shall not be counted for such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) purposes unless a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement has become effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders and all of the Registrable Securities covered thereby not being able requested by such Demanding Holder to offer be registered in such Shelf Underwriting have been sold; and sell provided, further, that the number of Shelf Underwritings the Demanding Holders shall be entitled to request shall be reduced by each Demand Registration effected for such Demanding Holder pursuant to Section 2.1.2; and provided, further, that each Major Investor shall be entitled to demand at least one Shelf Underwriting. Notwithstanding the foregoing, if a Demanding Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a two (2)-day or less marketing period (collectively, “Underwritten Block Trade”) off of a Shelf Registration Statement, then notwithstanding the foregoing time periods, such Demanding Holder only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Holders of record of other Registrable Securities during shall not be entitled to notice of such Underwritten Block Trade and shall not be entitled to participate in such Underwritten Block Trade; provided, however, that the Shelf Registration Period, unless Demanding Holder requesting such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, Block Trade shall use commercially reasonable efforts to work with the Company shall cause and the underwriters prior to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement making such request in order to effect facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade. A majority-in-interest of the Demanding Holders shall have the right to select the Underwriters for such Underwritten Offering. In such case, the sole offering (which shall consist of one or managing Underwriters and any additional more reputable nationally recognized investment bankers and managers to be used in connection with such registration shall be selected by the Companybanks), subject to the Company’s prior written approval of such Majority Holders (such approval which shall not to be unreasonably withheld, conditioned or delayed).

Shelf Registration Statement. (a) If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 180 days of the date of this Agreement, (iii) the Initial Purchaser so requests with respect to the Notes (or the Private Exchange Notes) not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Notes on the date of the exchange, the Company shall take the following actions: (i) The Company: Company shall use its best efforts , at its cost, as promptly as practicable (Abut in no event more than the later of (i) 60 days after the Issue Date and (ii) 30 days after so required or requested pursuant to this Section 2) to file with the Commission and thereafter shall use its best efforts to cause to be filed with the SEC, on or before December 31, 2001, declared effective a shelf registration statement (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a "Registration Statement") on an appropriate form under the Securities Act, Act relating solely to the offer and sale of all the Registrable Securities Transfer Restricted Notes by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Shelf Registration Statement and Rule 415 under the Securities Act; and Act (B) shall use its best efforts to have such hereinafter, the "Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002Registration"); provided, however, that no Holder (other than ----------------- the Initial HolderPurchaser) shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderHolder (including certain indemnification obligations). (bii) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended effective in order to permit the Prospectus prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period relevant Securities, for a period of two years (as defined or for such longer period if extended pursuant to Section 3(j) below) for from the Holders subject to Section 2.6(a), Issue Date or at such shorter period that will terminate when all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of Securities covered by the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may have been sold pursuant thereto or can be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior thereof. Subject to the termination of such Shelf Registration pursuant to clause (iSection 6(b), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Periodthat period, unless such action is required by applicable law law; provided, --------- however, that the Company shall not be deemed to have voluntarily taken any ------- such action if it enters, in good faith, into negotiations concerning, or the SECexecutes and delivers any agreement or other document relating to, any business combination, acquisition or disposition. (ciii) If at Notwithstanding any time other provisions of this Agreement to the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offeringcontrary, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to effect make the statements therein, in light of the circumstances under which they were made, not misleading. (b) No Holder of Securities may include any of its Securities in the Shelf Registration Statement unless such Underwritten Offering. In Holder furnishes to the Company in writing, within 10 business days after receipt of a request therefor, such case, information and representations and warranties as the sole or managing Underwriters and any additional investment bankers and managers to be used Company may reasonably request for use in connection with such registration the Shelf Registration Statement or prospectus or preliminary prospectus included therein. No Holder of Securities shall be selected entitled to Liquidated Damages, pursuant to Section 6 hereof, if such Holder's Securities are excluded from the Shelf Registration Statement because such Holder failed to furnish the Company in writing such information and representations and warranties reasonably requested by the Company, subject Company for use in connection with the Shelf Registration Statement or prospectus or preliminary prospectus included therein. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the approval of such Majority Holders (such approval not Company all information required to be unreasonably withheld)disclosed in order to make the information previously provided to the Company by such Holder not misleading.

Shelf Registration Statement. As promptly as practicable after the date hereof, but in any event no later than forty-five (a45) The days following the approval of the Liberty Charter Amendments by the Company: (A) shall cause to be filed ’s stockholders and the filing thereof with the SECSecretary of State of the State of Delaware, on or before December 31, 2001, the Company shall prepare and file with the SEC a shelf “shelf” registration statement on Form S-1 (or Form S-3 if the "Shelf Registration Statement"Company is eligible to use Form S-3 at such time) on an appropriate form under the Securities Act, relating solely with respect to the offer and sale resale of all the Registrable Securities by the Holders thereof from time to time Shares in accordance with Rule 415 (together with any additional registration statements filed to register any Registrable Shares, the methods of distribution specified by “Shelf Registration Statement”). Upon becoming eligible to use Form S-3, the Initial Holder as set forth Company shall promptly file a Shelf Registration Statement on Form S-3, which may be in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts form of a post-effective amendment to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effectiveon Form S-1, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders covering all of the then Registrable Securities during each Permitted Trading Period (as defined below) for Shares and will maintain the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date effectiveness of the Shelf Registration Statement and ending on the earlier of Form S-3 (or such comparable or successor form) then in effect until such time as there are no Registrable Shares. The Company will use its reasonable best efforts to (i) cause the date Shelf Registration Statement, when filed, to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to, and resolve all comments received from, the SEC or its staff concerning the Shelf Registration Statement, (iii) have the Shelf Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and (iv) maintain the effectiveness of (and availability for use of) the Shelf Registration Statement (including by filing any post-effective amendments thereto or prospectus supplements in respect thereof) until such time as there are no Registrable Shares. Notwithstanding the foregoing provisions of this Section 2.1, if the SEC prevents the Company from including on which a registration statement any or all of the Registrable Securities covered by such Shelf Registration may Shares to be sold registered pursuant to this Section 2.1 due to limitations on the use of Rule 144(k) under 415 of the Securities Act (or any successor provision having similar effect) without any volume, manner for the resale of sale or other restrictions, or (ii) Registrable Shares by the date on which no Holder owns any Registrable Securities (in any such caseInvestors, such period being called registration statement shall register the "Shelf Registration Period"); provided, however, that prior resale of a number of Registrable Shares which is equal to the termination maximum number of such Shelf Registration pursuant to clause (i)shares as is permitted by the SEC, and the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used use its reasonable best efforts to keep register all such remaining Registrable Shares for resale as promptly as reasonably practicable in accordance with the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders applicable rules, regulations and guidance of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such caseevent, the sole or managing Underwriters and any additional investment bankers and managers number of Registrable Shares to be used registered for each Investor in connection with such registration statement shall be selected reduced pro rata among all Investors, in each case based on the proportion that the number of Registrable Shares held by the Company, subject each Investor bears to the approval total number of such Majority Holders (such approval not Registrable Shares to be unreasonably withheld)registered pursuant to such registration statement.

Shelf Registration Statement. Within 60 days of the date of any issuance of Common Stock to FaZe Media pursuant to the terms of the License Agreement (each, a “Registration Statement Filing Deadline”), Game shall file a Registration Statement on (a) The Company: Form S-3ASR (Aor any successor form thereto), or (b) shall cause to be filed with if Game is not qualified for the SECuse of Form S-3ASR (or any successor form thereto), on Form S-3 (or before December 31any successor form thereto), 2001or (c) if Game is not qualified for the use of Form S-3 (or any successor form thereto), a shelf registration statement on Form S-1 (the "Shelf Registration Statement"or any successor form thereto) on an appropriate form under the Securities Act, relating solely to the offer and sale covering resales of all the Registrable Securities then held by the Holders thereof from time to time FaZe Media on a delayed or continuous basis in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and Act (B) shall each, a “Shelf Registration”). Game will use its best commercially reasonable efforts to have cause such Shelf Registration Statement to be declared effective by earliest permitted of (a) by 4:00 pm Eastern time on the fifth (5th) business day after the date of the written notification by the SEC that the Registration Statement will not be subject to SEC review or (b) with respect to a Registration Statement filed on Form S-3, within forty-five (45) days of the Registration Statement Filing Deadline or, with respect to a Registration Statement filed on Form S-1, within sixty (60) days of the Registration Statement Filing Deadline, as soon as practicable thereafterapplicable, but in each case if the Registration Statement is reviewed by the SEC, provided that Game shall submit an acceleration request for effectiveness of the Registration Statement within two (2) business day of the notification by the SEC that the SEC has no event later than June 30, 2002; provided, however, that no Holder (other than further comments on the Initial Holder) Registration Statement and shall be entitled use commercially reasonable efforts to have the Registrable Securities held by it covered by cause such Registration Statement unless such Holder agrees to become effective within 48 hours of the submission of the acceleration request (each, a “Registration Statement Effectiveness Deadline”), including, without limitation, filing a Prospectus, prospectus supplement, post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with the applicable regulations promulgated under the Securities Act. In addition, at any time that the Registration Statement for a Shelf Registration is not in writing effect or will expire within 90 days, Game shall use commercially reasonable efforts to be bound by all the provisions of this Agreement applicable to such Holder. file a shelf Registration Statement on (a) Form S-3ASR (or any successor form thereto), or (b) The Company shall if Game is not qualified for the use its best efforts to keep of Form S-3ASR (or any successor form thereto), on Form S-3 (or any successor form thereto), or (c) if Game is not qualified for the Shelf Registration Statement continuously effectiveuse of Form S-3 (or any successor form thereto), supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders on Form S-1 (or any successor form thereto), covering resales of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold FaZe Media pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such a Shelf Registration. In either case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during may include the Shelf Registration Period if it voluntarily takes any action that would result in Holders “shelf” registration of the Registrable Securities covered thereby not being able to offer offers and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part sales of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause securities to be filed with the SEC as soon as practicable any necessary issued by Game which do not relate to a specific offering or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)take-down.

Shelf Registration Statement. (a) The From and after the expiration of the First Step Restricted Period (subject, as applicable, to the Pre-Second Step Restricted Period) and/or the Second Step Restricted Period, as applicable, subject to the terms and conditions hereof, and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (“Form S-3”) to the Company: , any of the Demand Shareholders may by written notice delivered to the Company (Athe “Shelf Notice”) shall require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be filed with declared effective by the SEC, on or before December 31, 2001Commission as soon as reasonably practicable after such filing date, a shelf registration statement (the "Shelf Registration Statement") Form S-3 providing for an offering to be made on an appropriate form under the Securities Act, relating solely a continuous basis pursuant to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the Registrable Amount (B) shall use its best efforts to have such the “Shelf Registration declared effective by Statement”). To the SEC extent the Company is a well-known seasoned issuer (as soon as practicable thereafterdefined in Rule 405 under the Securities Act), but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) Company shall be entitled to have file the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions form of this Agreement applicable to such Holderan automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto. (b) The Within ten (10) days after receipt of a Shelf Notice pursuant to Section 5.3(a), the Company shall will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 5.3(d), the Company will use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on until the earlier of (i) three (3) years after the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or Statement has been declared effective; (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be offered Registrable Securities; and (iii) the date on which the holders of Registrable Securities, in the aggregate, no longer hold Registrable Securities that represent at least 2.0% of the Total Voting Power; provided, that the Company’s obligations under this Section 5.3(c) shall cease after completion of the fifth (5th) Shelf Offering by means of the Demand Shareholders (taking into account the time periods described in Section 5.1(c) as if such Shelf Offering were a firm commitment Underwritten OfferingDemand Registration). (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall cause be entitled, from time to be filed with time, by providing written notice to the SEC holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Board, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company to the extent necessary shall as soon promptly as reasonably practicable any necessary prepare a post-effective amendment or appropriate supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all of part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), then, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to effect enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 5.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such caseproposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the sole or managing Underwriters and any additional investment bankers and managers inclusion of all of the securities sought to be used sold in connection with such registration Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be selected included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the Companysame manner as described in Section 5.1(g). Except as otherwise expressly specified in this Section 5.3, any Marketed Underwritten Shelf Offering shall be subject to the approval same requirements, limitations and other provisions of this Article V as would be applicable to a Demand Registration (i.e., as if such Majority Holders (such approval not to be unreasonably withheldMarketed Underwritten Shelf Offering were a Demand Registration), including Section 5.1(e)(ii) and Section 5.1(g).

Shelf Registration Statement. (a) The CompanyEach of the Issuer and the Guarantors will use its best efforts to: (A) shall cause file with the SEC a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering all of the SEC, on or before December 31, 2001, a shelf registration statement Transfer Restricted Securities (the "Shelf Registration Statement"), within 90 days of the earliest to occur of clauses (i) on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time through (v) in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; Section 2(c) above and (B) cause the Shelf Registration Statement to be declared effective by the SEC on or prior to the 180th day after such obligation arises; provided, however, that if the Issuer and the Guarantors file a Shelf Registration Statement pursuant to this Section 3(a), they need not abandon the attempt to cause the SEC to declare the Exchange Offer Registration Statement effective, and they may satisfy their obligations to register the Original Securities pursuant to this Agreement either by complying with Section 2 and/or Section 3. If the Issuer and the Guarantors shall not have yet filed an Exchange Offer Registration Statement, each of the Issuer and the Guarantors shall use its best efforts to have such file with the SEC the Shelf Registration declared effective Statement on or prior to the Filing Date. The Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting registration of such Transfer Restricted Securities for resale by Holders in the SEC as soon as practicable thereaftermanner or manners designated by them (including, but in no event later than June 30without limitation, 2002; providedone or more underwritten offerings), however, that no Holder (or may be an amendment to the Exchange Offer Registration Statement. The Issuer and the Guarantors shall not permit any securities other than the Initial Holder) shall be entitled to have the Registrable Transfer Restricted Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all included in the provisions Shelf Registration Statement. Each of this Agreement applicable to such Holder. (b) The Company the Issuer and the Guarantors shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered ensure that it is available for resales of Original Securities by the Holders holders of Transfer Restricted Securities entitled to this benefit and to ensure that such Shelf Registration Statement conforms and continues to conform with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Registrable Securities during each Permitted Trading Period (SEC, as defined below) for announced from time to time, until the Holders second anniversary of the Issue Date, subject to extension pursuant to the last paragraph of Section 2.6(a5 hereof (the "Effectiveness Period"), or at such shorter period ending when all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, have been sold in the Company shall cause to be filed with the SEC manner set forth and as soon as practicable any necessary or appropriate supplement to contemplated in the Shelf Registration Statement in order or when the Transfer Restricted Securities become eligible for resale pursuant to effect such Underwritten Offering. In such caseRule 144 under the Securities Act without volume restrictions, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)if any.

Shelf Registration Statement. (a) The Company: (A) Company shall prepare and, not later than the Required Filing Date, file with the Commission and thereafter shall use its best efforts to cause to be filed with declared effective under the SECSecurities Act not later than the end of the Exchange Offer Registration Period or, on if the Registered Exchange Offer is not consummated, seventy-five (75) days after the Required Filing Date a registration statement or before December 31, 2001statements (each, a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, Act relating solely to the offer and sale of all the Registrable Transfer Restricted Securities by the such Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder Purchaser or such Holders and permitted by Rule 415 promulgated under the Securities Act, as set forth in the Shelf Registration Statement and Rule 415 under (hereinafter, the Securities Act; and (B) shall use its best efforts to have such "Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002Registration"); provided, however, that no such Holder (other than the Initial HolderPurchaser) shall be entitled to have the Registrable Securities held by it covered by registered under such Shelf Registration Statement unless only if (i) such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. , (bii) The Company shall use its best efforts agrees to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable sell such Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of basis reasonably provided in the Shelf Registration Statement and ending on (iii) promptly upon the earlier of (i) the date on which all request of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior Company furnishes to the termination of Company in writing all information regarding such Shelf Registration pursuant Holder as is required to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities be included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means pursuant to applicable law and completes and returns all other questionnaires, powers of a firm commitment Underwritten Offeringattorney, indemnities, underwriting agreements, lock-up letters and other documents reasonably requested under the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval terms of such Majority Holders (such approval not to be unreasonably withheld)underwriting arrangements.

Shelf Registration Statement. (a) The Company: (A) shall cause to be filed In connection with the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement", the Issuer shall: (i) comply with all the provisions of Section 6(c) below and use its commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Issuer pursuant to Section 4(b) hereof), and pursuant thereto the Issuer will prepare and file with the Commission a Registration Statement relating to the registration on an any appropriate form under the Securities Act, relating solely to which form shall be available for the offer and sale of all the Registrable Transfer Restricted Securities by the Holders thereof from time to time in accordance with the intended method or methods of distribution specified by thereof within the Initial Holder as set forth time periods and otherwise in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all accordance with the provisions of this Agreement applicable to such Holderhereof. (bii) The Company shall use its best efforts to keep issue, upon the request of any Holder or purchaser of Series A Notes, the Exchangeable Preferred Stock or the Exchange Debentures, as the case may be, covered by any Shelf Registration Statement continuously effectivecontemplated by this Agreement, supplemented and amended the New Notes, the New Preferred Stock or the New Exchange Debentures, respectively, having an aggregate principal amount equal to the aggregate principal amount (in order to permit the Prospectus included therein to be lawfully delivered by the Holders case of the Registrable Securities during each Permitted Trading Period Notes or Debentures) or liquidation preference (as defined belowin the case of the Stock) for the Holders subject of such securities sold pursuant to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior surrendered to the termination of such Shelf Registration pursuant to clause (i)Issuer for cancellation; the Issuer shall register the New Notes, the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law New Preferred Stock or the SEC. (c) If at any time New Exchange Debentures, as the Majority Holders request in writing that all or any part of the Registrable Securities covered by case may be, on the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offeringfor this purpose and issue the New Notes, the Company shall cause New Preferred Stock or the New Exchange Debentures, as the case may be, to be filed with the SEC as soon as practicable any necessary or appropriate supplement purchaser(s) of securities subject to the Shelf Registration Statement in order to effect the names as such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration purchaser(s) shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)designate.

Shelf Registration Statement. (a) The Company: (A) Issuer shall cause to be filed prepare and file with the SEC, on or before December 31, 2001as promptly as practicable following the Shelf Notice, a shelf Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities, which registration statement statement, if the Shelf Notice is given pursuant to Section 2(g)(1) or (2), may be an amendment to the Exchange Offer Registration Statement (the "Shelf Registration Statement") ). The Shelf Registration Statement shall be on an Form S-1 or another appropriate form under permitting registration of the Transfer Restricted Securities Act, relating solely to the offer and sale of all the Registrable Securities for resale by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). The Issuer shall not permit any securities other than the Transfer Restricted Securities to be included in the Shelf Registration Statement and Rule 415 under the Securities Act; and (B) Statement. The Issuer shall use its best efforts efforts, as described in Section 5(b) hereof, to have cause the Shelf Registration Statement to be declared effective pursuant to the Securities Act as promptly as practicable after the filing of such Shelf Registration declared effective by the SEC as soon as practicable thereafterStatement, but in no event later than June 30, 2002; provided, however, that no Holder the Effectiveness Target Date (other than or in the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such case of a Shelf Registration Statement unless such Holder agrees in writing filed pursuant to be bound Section 2(g)(3) hereof, by all the provisions later of this Agreement applicable to such Holder. (b) The Company shall use its best efforts the Effectiveness Target Date or 60 days of receipt by the Issuer of the notice contemplated by Section 2(g)(3)), and to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit effective under the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on Act until the earlier of (i) the date on which all of the Registrable Securities covered by is 24 months after its effective date (or 12 months after such effective date if such Shelf Registration may be sold Statement is filed pursuant to Rule 144(kSection 2(g)(3) under at the Securities Act (or any successor provision having similar effect) without any volumerequest of the Placement Agent), manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Transfer Restricted Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offeringhave been sold in the manner set forth and as contemplated in the Shelf Registration Statement, (iii) the Company shall cause date that there ceases to be filed with securities outstanding that constitute Transfer Restricted Securities, or (iv) the SEC as soon as practicable any necessary or appropriate supplement to date on which all Transfer Restricted Securities covered by the Shelf Registration Statement in order become tradeable under Rule 144 without regard to effect such Underwritten Offering. In such case, volume limitations (the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld"Shelf Effectiveness Period").

Shelf Registration Statement. (a) The Company: (A) shall cause Company agrees to file with the SEC as soon as reasonably practicable after the Closing Date, but in no event later than the Filing Date, a Registration Statement for an offering to be filed with made on a continuous basis pursuant to Rule 415 covering all of the SECTransfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Common Stock and Notes constituting Transfer Restricted Securities, on respectively (such Registration Statement or before December 31Statements, 2001collectively, a shelf registration statement (the "Shelf Registration Statement") Each Shelf Registration Statement shall be on an Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Transfer Restricted Securities being sold. The Company shall not permit any securities other than the Transfer Restricted Securities to be included in any Shelf Registration Statement. The Company shall use all reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof and to use all reasonable efforts to keep such Shelf Registration Statement continuously effective under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a)2(d) hereof, or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) two years after the date on which all of the Registrable Transfer Restricted Securities covered by such Shelf Registration may be are sold (including those sold pursuant to Rule 144(kthe option granted to the Initial Purchasers in the Purchase Agreement) under to the Securities Act Initial Purchasers (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Effectiveness Period"); provided, however, that prior to the termination of or such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause shorter period ending when there cease to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)Transfer Restricted Securities outstanding.

Shelf Registration Statement. (a) The Company: (A) shall cause to be filed with the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration StatementSHELF REGISTRATION STATEMENT") on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; providedPROVIDED, howeverHOWEVER, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration PeriodSHELF REGISTRATION PERIOD"); providedPROVIDED, howeverHOWEVER, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. (a) The Company: (A) shall cause Company will cause, by May 30, 2002, to be filed prepared and filed, and will use commercially reasonable to have declared effective with the SEC, on or before December 31, 2001Commission within 60 days after filing, a shelf Registration Statement on Form S-3 (or such other form of registration statement that the Company shall determine and that is reasonably satisfactory to the Holders) for an offering to be made on a continuous basis pursuant to Rule 415 (or any similar rule that may be adopted by the Commission) under the Securities Act covering the Registrable Securities (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior if the Company shall furnish to the termination Holders a certificate signed by any executive officer of such the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company to file the Shelf Registration pursuant Statement at such time and it is therefore essential to clause (i)defer the filing of the Shelf Registration Statement, the Company shall first furnish have the right to each Holder of Registrable Securities participating in defer such filing for a reasonable period, not to exceed 60 days. The Shelf Registration Statement may be terminated (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory shall have no obligation to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by update the Shelf Registration Statement and may suspend sales thereunder) at such time as all Registrable Securities can be offered sold by means their Holders within a three-month period without compliance with the registration requirements of a firm commitment Underwritten Offeringthe Securities Act pursuant to Rule 144 (including Rule 144(k)) promulgated thereunder (the "Termination Date"). The Holder shall furnish to the Company such information regarding themselves, the Registrable Securities held by them, and the intended method of distribution of such securities as shall be required to effect the Shelf Registration Statement. In that connection, each Holder shall be required to represent that all such information which is given is both complete and accurate in all material respects. (b) So long as the Shelf Registration Statement is effective, the Company shall cause will furnish to be filed with the SEC Purchaser as soon as practicable after available (but in the case of the Company's Annual Report to Stockholders, within 120 days after the end of each fiscal year of the Company), (i) one copy of (A) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted auditing standards certified by a national firm of certified public accountants), (B) if not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K, (C) if not included in substance in its Quarterly Reports to Stockholders, its quarterly reports on Form 10-Q, and (D) a full copy of the particular Registration Statement covering the Registrable Securities (the foregoing, in each case, excluding exhibits), (ii) upon the reasonable request of any necessary or appropriate supplement Holder, all exhibits excluded by the parenthetical in clause (i) of this paragraph, in the form generally available to the Shelf Registration Statement in order public, and (c) upon the reasonable request of any Holder, an adequate number of copies of the prospectuses and supplements to effect supply to any other party requiring such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)prospectuses.

Shelf Registration Statement. (a) The Company: (A) shall cause Company agrees to be filed file with the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as reasonably practicable thereafterafter the Closing Date, but in no event later than June 30the Filing Date, 2002; provideda Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Notes constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, howeverrespectively (such Registration Statement or Statements, that no Holder collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in aggregate principal amount of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Initial Holder) shall be entitled to have the Registrable Transfer Restricted Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) included in any Shelf Registration Statement. The Company shall use its best efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof and to keep the each Shelf Registration Statement continuously effective, supplemented and amended in order to permit effective under the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) Act for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) two years after the date on which all of the Registrable Securities covered by such Shelf Registration may be Notes are sold (including those sold pursuant to Rule 144(kthe over-allotment option granted to the Purchasers in the Purchase Agreement) under to the Securities Act Purchasers (or any successor provision having similar effectsubject to extension pursuant to Sections 2(d) without any volume, manner of sale or other restrictions, or hereof) (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Effectiveness Period"); provided, however, that prior to the termination of or such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause shorter period ending when there cease to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)Transfer Restricted Securities outstanding.

Shelf Registration Statement. (a) The Company: (A) shall cause to be filed In connection with the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement", the Company and the Guarantors shall: (i) comply with all the provisions of Section 6(c) below and use their respective reasonable best efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Company pursuant to Section 4(b) hereof), and pursuant thereto the Company and the Guarantors will prepare and file with the Commission a Registration Statement relating to the registration on an any appropriate form under the Securities Act, relating solely to which form shall be available for the offer and sale of all the Registrable Transfer Restricted Securities by the Holders thereof from time to time in accordance with the intended method or methods of distribution specified thereof within the time periods and otherwise in accordance with the provisions hereof; (ii) issue, upon the request of any Holder or purchaser of Initial Notes covered by the Initial Holder as set forth in the any Shelf Registration Statement and Rule 415 under contemplated by this Agreement, Exchange Notes having an aggregate principal amount equal to the Securities Act; and (B) shall use its best efforts aggregate principal amount of Initial Notes sold pursuant to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously and surrendered to the Company for cancellation; the Company shall register Exchange Notes on the Shelf Registration Statement for this purpose and issue the Exchange Notes to the purchaser(s) of securities subject to the Shelf Registration Statement in the names as such purchaser(s) shall designate; (iii) advise each Holder promptly and, if requested by such Holder, confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Shelf Registration Statement or any post-effective amendment thereto, when the same has become effective, supplemented and amended in order (B) of any request by the Commission for amendments to permit the Shelf Registration Statement or amendments or supplements to the Prospectus included therein to be lawfully delivered or for additional information relating thereto, (C) of the issuance by the Holders Commission of any stop order suspending the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date effectiveness of the Shelf Registration Statement and ending on under the earlier of (i) the date on which all Act or of the Registrable suspension by any state securities commission of the qualification of the Transfer Restricted Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (for offering or sale in any successor provision having similar effect) without any volume, manner of sale or other restrictionsjurisdiction, or (ii) the date on which no Holder owns initiation of any Registrable Securities (in proceeding for any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registrationpreceding purposes, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(kand (D) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating existence of any fact or the happening of any event that the SEC would not recommend enforcement action if the Registrable Securities included makes any statement of a material fact made in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes Statement, the Prospectus, any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law amendment or the SEC. (c) If at any time the Majority Holders request in writing that all supplement thereto or any part document incorporated by reference therein untrue, or that requires the making of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause any additions to be filed with the SEC as soon as practicable any necessary or appropriate supplement to changes in the Shelf Registration Statement in order to effect such Underwritten Offering. In such casemake the statements therein not misleading, or that requires the sole making of any additions to or managing Underwriters and any additional investment bankers and managers changes in the Prospectus in order to be used make the statements therein, in the light of the circumstances under which they were made, not misleading; (iv) furnish to each Holder in connection with such registration exchange or sale, if any, before filing with the Commission, copies of any Shelf Registration Statement or any Prospectus included therein or any amendments or supplements to any such Shelf Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review and comment of such Holders in connection with such sale, if any, for a period of at least (A) five (5) Business Days in the case of the initial Shelf Registration Statement and Prospectus or (B) two (2) Business Days in the case of any amendment or supplement thereto, and the Company will not file any such Shelf Registration Statement or Prospectus or any amendment or supplement to any such Shelf Registration Statement or Prospectus (including all such documents incorporated by reference) to which the Holders of at least a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared shall reasonably object within five Business Days after the receipt thereof; provided that the Company may assume, for the purposes of this subparagraph (iv), that objections to the inclusion of information specifically requested to be selected included in the Shelf Registration Statement by the staff of the SEC, or in the reasonable opinion of counsel to the Company, subject required to be in the Registration Statement, or specifically required by applicable law, shall not be deemed to be reasonable. A Holder shall be deemed to have reasonably objected to such filing if such Shelf Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains an untrue statement of a material fact or omits to state any material fact necessary to make the statements therein not misleading or fails to comply with the applicable requirements of the Act; (v) promptly prior to the approval filing of any document that is to be incorporated by reference into a Shelf Registration Statement or Prospectus in connection with such exchange or sale, if any, provide copies of such Majority document to each Holder, make the Company’s and the Guarantors’ representatives available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such Holders may reasonably request; (vi) make available, at reasonable times, for inspection by each Holder and any attorney or accountant retained by such approval Holders, all financial and other records, pertinent corporate documents of the Company and the Guarantors and cause the Company’s and the Guarantors’ officers, directors and employees to supply all information reasonably requested by any such Holder, attorney or accountant in connection with such Shelf Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness; provided, however, that such Persons first agree in writing with the Company that any information that is reasonably and in good faith designated by the Company in writing as confidential at the time of delivery of such information will be kept confidential by such Persons, unless (A) disclosure of such information is required by court or administrative order or is necessary to respond to inquires of regulatory authorities, (B) disclosure of such information is required by law (including any disclosure requirements pursuant to federal securities laws in connection with the filing of such Shelf Registration Statement or the use of any Prospectus), (C) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard such information by such Person or (D) such information becomes available to such Person from a source other than the Company and its subsidiaries and such source is not known, after reasonable inquiry, by such Person to be unreasonably withheldbound by a confidentiality agreement; provided further that, to the extent the foregoing investigation is being made contemporaneously by more than two Holders, there shall be (x) one attorney and one accountant retained by all Holders to make such investigation and (y) not more than two representatives designated by and on behalf of all Holders to make such investigation for all Holders, and any such confidential information delivered to any such representative may be disclosed to the other Holders so long as the Holder agrees to be bound by such confidentiality agreement; (vii) if requested by any Holders in connection with such sale, promptly include in any Shelf Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such Holders may reasonably request to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities; provided that the Company does not have to include any information not specifically requested to be included in the Shelf Registration Statement by the staff of the SEC, or in the reasonable opinion of counsel to the Company, required to be in the Registration Statement, or specifically required by applicable law; and make all required filings of such Prospectus supplement or post-effective amendment as soon as practicable after the Company is notified of the matters to be included in such Prospectus supplement or post-effective amendment; (viii) furnish to each Holder in connection with such sale, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, and, upon request, all exhibits; (ix) upon the request of any Holder, enter into such agreements (including underwriting agreements) and make such representations and warranties and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Shelf Registration Statement contemplated by this Agreement as may be reasonably requested by any Holder in connection with any sale or resale pursuant to any Shelf Registration Statement. In such connection, the Company and the Guarantors shall: (A) upon request of any Holder, furnish (or in the case of paragraphs (2) and (3), use their respective reasonable best efforts to cause to be furnished) to each Holder, upon the effectiveness of the Shelf Registration Statement: (1) a certificate, dated such date, signed on behalf of the Company and each Guarantor by (x) the President or any Vice President and (y) a principal financial or accounting officer of the Company and such Guarantor, confirming, as of the date thereof, the matters set forth in paragraphs 10(a), (b), (c), (d) and (e) of the Purchase Agreement and such other similar matters as such Holders may reasonably request; (2) an opinion, dated the date of effectiveness of the Shelf Registration Statement, of counsel for the Company and the Guarantors in customary form covering matters and beliefs similar to those set forth in ▇▇▇▇▇▇▇▇ ▇-▇, ▇-▇, ▇-▇ and D-4 to the Purchase Agreement and such other matters as such Holder may reasonably request; and (3) a customary comfort letter, dated the date of Consummation of the Exchange Offer, or as of the date of effectiveness of the Shelf Registration Statement, as the case may be, from the Company’s independent accountants, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 10(k) of the Purchase Agreement; and (B) deliver such other documents and certificates as may be reasonably requested by the selling Holders to evidence compliance with clause (A) above and with any customary conditions contained in the any agreement entered into by the Company and the Guarantors pursuant to this clause (ix); and (x) prior to any public offering of Transfer Restricted Securities, cooperate with the selling Holders and their counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that neither the Company nor any Guarantor shall be required to register or qualify as a foreign corporation where it is not now so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Shelf Registration Statement, in any jurisdiction where it is not now so subject.

Shelf Registration Statement. Subject to Section 3.03, the Company shall: (ai) The Company: at the Shareholder’s written request (the “Shelf Request Notice”), which request may be delivered to the Company at any time following the date of this Agreement, either, at the Shareholder’s discretion: (A) shall cause (x) as promptly as practicable following receipt of the Shelf Request Notice (but no later than the fifth Business Day after the Meeting Date so long as the Shelf Request Notice is delivered prior to be filed the Meeting Date), prepare and file with the SECSEC a “shelf” Registration Statement covering the resale of the maximum number of shares of Common Stock that, on or before December 31as of the date hereof, 2001, a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely may be issued to the offer and sale of all Shareholder on the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder Closing Date as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period Merger Consideration (as defined belowin the Merger Agreement) for (the Holders subject to Section 2.6(a“FIF Registration Statement”), or at all times (except during for an offering to be made on a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold continuous basis pursuant to Rule 144(k) 415 under the Securities Act (or any successor provision having similar effectprovisions), which FIF Registration Statement shall (I) without be on Form S-3 (or another reasonably appropriate form) and (II) include each selling shareholder that shall be permitted to sell Registrable Securities thereunder, as specified by the Shareholder in its Shelf Request Notice; (y) prior to the FIF Registration Statement becoming effective, prepare and file any volume, manner of sale supplements or other restrictions, or amendments to such FIF Registration Statement as reasonably requested by the Shareholder; and (iiz) use commercially reasonable efforts to cause the FIF Registration Statement to become effective as soon as practicable after the date on which the Shareholder requests such registration statement to become effective (as provided in a written notice to the Company, but which date of effectiveness shall not be prior to the Closing Date); or (B) (x) as promptly as practicable following the Closing Date (but no Holder owns any later than the fifth Business Day after the Closing Date so long as the Shelf Request Notice is delivered prior to the Closing Date), prepare and file with the SEC a “shelf” Registration Statement covering the resale of 100% of the Registrable Securities (in any such case, such period being called the "“Permitted Transferee Shelf Registration Period"); provided, however, that prior Statement”) for an offering to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable be made on a continuous basis pursuant to Rule 144(k) 415 under the Securities Act (or any successor provision having similar effectprovisions), which Permitted Transferee Shelf Registration Statement shall (I) without be on Form S-3 (or another reasonably appropriate form) and (II) cover any volumeRegistrable Securities that may be held from time to time by the Shareholder and any Permitted Transferee (including any selling shareholders identified by the Shareholder in the Shelf Request Notice); (y) prior to the Permitted Transferee Shelf Registration Statement becoming effective, manner of sale prepare and file any supplements or other restrictions amendments to such Permitted Transferee Shelf Registration Statement as requested by the Shareholder; and (z) use commercially reasonable efforts to cause the Permitted Transferee Shelf Registration Statement to become effective as soon as practicable after such filing; provided, that, notwithstanding the foregoing, if the Shareholder delivers a Shelf Request Notice requesting the Company to file the FIF Registration Statement, but such FIF Registration Statement is not permitted by law or (B) a "No-Action Letter" from the staff of the SEC stating that to become or to be declared effective, then the SEC would not recommend enforcement action if Shareholder shall be permitted to deliver a Shelf Request Notice requesting the Registrable Securities included in such Company to file a Permitted Transferee Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best Statement; (ii) use commercially reasonable efforts to keep the Registration Statement effective during maintain continuously in effect, supplement and amend, if necessary, the Shelf Registration Period if it voluntarily takes any action that would result in Holders Registration, as required by the instructions applicable to such registration form or by the Securities Act, until there are no remaining Registrable Securities; (iii) furnish, upon request, to the holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during which the Shelf Registration Period, unless relates copies of any supplement or amendment to such action is required by applicable law Shelf Registration prior to such supplement or amendment being used and/or filed with the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. (a) The Company: (A) shall cause to be filed with the SEC, on or before December 31September 30, 20012003, a shelf registration statement (the "Shelf Registration StatementSHELF REGISTRATION STATEMENT") on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) through the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) such shorter period that will terminate on the date on which no Holder owns any all of the Registrable Securities have been sold pursuant to an effective registration statement (in any such case, such period being called the "Shelf Registration PeriodSHELF REGISTRATION PERIOD"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i)Period, the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statementrestrictions. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEClaw. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. (a) The From and after the expiration of the First Step Restricted Period (subject, as applicable, to the Pre-Second Step Restricted Period) and/or the Second Step Restricted Period, as applicable, subject to the terms and conditions hereof, and further subject to the availability of a registration statement on Form S-3 or any successor form thereto (“Form S-3”) to the Company: , any of the Demand Shareholders may by written notice delivered to the Company (Athe “Shelf Notice”) shall require the Company to file as soon as reasonably practicable, and to use reasonable best efforts to cause to be filed with declared effective by the SEC, on or before December 31, 2001Commission as soon as reasonably practicable after such filing date, a shelf registration statement (the "Shelf Registration Statement") Form S-3 providing for an offering to be made on an appropriate form under the Securities Act, relating solely a continuous basis pursuant to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; Act relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Shareholders that equals or is greater than the Registrable Amount (B) shall use its best efforts to have such the “Shelf Registration declared effective by Statement”). To the SEC extent the Company is a well-known seasoned issuer (as soon as practicable thereafterdefined in Rule 405 under the Securities Act), but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) Company shall be entitled to have file the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions form of this Agreement applicable to such Holderan automatic shelf registration statement (as defined in Rule 405 under the Securities Act) or any successor form thereto. (b) The Within ten (10) days after receipt of a Shelf Notice pursuant to Section 5.3(a), the Company shall will deliver written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within ten (10) days after the Shelf Notice is received by any such holder of Registrable Securities. (c) Subject to Section 5.3(d), the Company will use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on until the earlier of (i) three (3) years after the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or Statement has been declared effective; (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease to be offered Registrable Securities; and (iii) the date on which the holders of Registrable Securities, in the aggregate, no longer hold Registrable Securities that represent at least 2.0% of the Total Voting Power; provided, that the Company’s obligations under this Section 5.3(c) shall cease after completion of the fifth (5th) Shelf Offering by means of the Demand Shareholders (taking into account the time periods described in Section 5.1(c) as if such Shelf Offering were a firm commitment Underwritten OfferingDemand Registration). (d) Notwithstanding anything to the contrary contained in this Agreement, the Company shall cause be entitled, from time to be filed with time, by providing written notice to the SEC holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof, the Company shall deliver to the Demand Shareholders requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good faith judgment of the Board, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate shall contain an approximation of the anticipated delay. After the expiration of any Blackout Period and without any further request from a holder of Registrable Securities, the Company to the extent necessary shall as soon promptly as reasonably practicable any necessary prepare a post-effective amendment or appropriate supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (e) At any time that a Shelf Registration Statement is effective, if any Demand Shareholder delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to sell all of part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), then, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to effect enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities by any other holders pursuant to this Section 5.3). In connection with any Shelf Offering that is an Underwritten Offering and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed Underwritten Shelf Offering”): (i) such caseproposing Demand Shareholder(s) shall also deliver the Take-Down Notice to all other holders of Registrable Securities included on the Shelf Registration Statement and permit each such holder to include its Registrable Securities included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand Shareholder(s) and the Company within five (5) days after delivery of the Take-Down Notice to such holder; and (ii) if the lead managing underwriter(s) advises the Company and the proposing Demand Shareholder(s) that, in its opinion, the sole or managing Underwriters and any additional investment bankers and managers inclusion of all of the securities sought to be used sold in connection with such registration Marketed Underwritten Shelf Offering would adversely affect the success thereof, then there shall be selected included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Shareholder(s) is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall be allocated in the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheldsame manner as described in Section 5.1(g).. Except as otherwise expressly specified in this

Shelf Registration Statement. (a) If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 180 days of the date of this Agreement, (iii) Lazard so requests with respect to the Notes (or the Private Exchange Notes) not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradeable Exchange Notes on the date of the exchange, the Company shall take the following actions: (i) The Company: Company shall use its reasonable best efforts, at its cost, as promptly as practicable (Abut in no event more than the later of (i) 60 days after the Issue Date and (ii) 30 days after so required or requested pursuant to this Section 2), to file with the Commission and thereafter shall use its reasonable best efforts to cause to be filed with the SEC, on or before December 31, 2001, declared effective a shelf registration statement (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a "Registration Statement") on an appropriate form under the Securities Act, Act relating solely to the offer and sale of all the Registrable Securities Transfer Restricted Notes by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Shelf Registration Statement and Rule 415 under the Securities Act; and Act (B) shall use its best efforts to have such hereinafter, the "Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002Registration"); provided, however, that no Holder (other than the Initial HolderOwner Trustee and Lazard) shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderHolder (including certain indemnification obligations). (bii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended effective in order to permit the Prospectus prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period relevant Securities, for a period of two years (as defined or for such longer period if extended pursuant to Section 3(j) below) for from the Holders subject to Section 2.6(a), Issue Date or at such shorter period that will terminate when all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of Securities covered by the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may have been sold pursuant thereto or can be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior thereof. Subject to the termination of such Shelf Registration pursuant to clause (iSection 6(b), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Periodthat period, unless such action is required by applicable law law; provided, however, that the Company shall not be deemed to have voluntarily taken any such action if it enters, in good faith, into negotiations concerning, or the SECexecutes and delivers any agreement or other document relating to, any business combination, acquisition or disposition. (ciii) If at Notwithstanding any time other provision of this Agreement to the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offeringcontrary, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to effect make the statements therein, in light of the circumstances under which they were made, not misleading. (b) No Holder of Securities may include any of its Securities in the Shelf Registration Statement unless such Underwritten Offering. In Holder furnishes to the Company in writing, within 10 business days after receipt of a request therefor (which initial request shall be made within 40 days after the Issue Date to the Holders of record on a date not more than 5 days prior to such caserequest), such information and representations and warranties as the sole or managing Underwriters and any additional investment bankers and managers to be used Company may reasonably request for use in connection with such registration the Shelf Registration Statement or prospectus or preliminary prospectus included therein. No Holder of Securities shall be selected entitled to Special Interest, pursuant to Section 6 hereof, if such Holder's Securities are excluded from the Shelf Registration Statement because such Holder failed to furnish the Company in writing such information and representations and warranties reasonably requested by the Company, subject Company for use in connection with the Shelf Registration Statement or prospectus or preliminary prospectus included therein. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the approval of such Majority Holders (such approval not Company all information required to be unreasonably withheld)disclosed in order to make the information previously provided to the Company by such Holder not misleading.

Shelf Registration Statement. (a) The Company: (A) shall cause to be filed with the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as 1.1 As soon as practicable thereafterfollowing the Effective Date, but in no event more than 30 days thereafter, the Company shall use reasonable best efforts to file with the Commission a Shelf Registration Statement on Form S-1 (as may be amended from time to time, the “Initial S-1 Shelf”) and shall include in the Initial S-1 Shelf the Registrable Securities of each Holder who shall have timely requested inclusion therein of some or all of its Registrable Securities by written notice to the Company. The Company shall use its reasonable best efforts to have the Initial S-1 Shelf declared effective by the Commission as soon as reasonably practicable after the Company files the Initial S-1 Shelf but no later than June 30the fifth Business Day following the date on which the Commission informs the Company that it does not intend to review the Initial S-1 Shelf or the fifth Business Day following the resolution or clearance of all Commission comments to the Initial S-1 Shelf, 2002as applicable. 1.2 The Company shall use reasonable best efforts to keep the Initial S-1 Shelf continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the earlier of (a) the date on which the Replacement S-3 Shelf (as defined below) is effective and (b) the date on which all Registrable Securities covered by the Initial S-1 Shelf shall cease to be Registrable Securities (such earlier date, the “Initial S-1 Shelf Expiration Date”). 1.3 Until the Initial S-1 Shelf Expiration Date, the Company shall file any supplements or post-effective amendments required to be filed by applicable law so that (a) the Initial S-1 Shelf does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading and (b) the Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that no Holder (other than these obligations remain subject to the Initial Holder) shall be entitled Company's rights under Section 5. 1.4 Upon the Company becoming eligible to have register the Registrable Securities held for resale by it covered by such the Holders on Form S-3, the Company shall use reasonable best efforts to amend the Initial S-1 Shelf to a Shelf Registration Statement unless such Holder agrees on Form S-3 or file a Shelf Registration Statement on Form S-3 in writing substitution of the Initial S-1 Shelf (the “Replacement S-3 Shelf”) and cause the Replacement S-3 Shelf to be bound by all declared effective as soon as reasonably practicable thereafter. After the provisions of this Agreement applicable to such Holder. (b) The Replacement S-3 Shelf becomes effective, the Company shall use its reasonable best efforts to keep the Replacement S-3 Shelf continuously effective, and not subject to any stop order, injunction or other similar order or requirement of the Commission, until the date that all Registrable Securities covered by the Replacement S-3 Shelf shall cease to be Registrable Securities (such date, the “Replacement S-3 Shelf Expiration Date”). 1.5 If prior to the Replacement S-3 Shelf Expiration Date there is not an effective Shelf Registration Statement on Form S-3, the Company shall promptly file a Shelf Registration Statement on Form S-1 (the “Subsequent S-1 Shelf”) and use its reasonable best efforts to have the Subsequent S-1 Shelf declared effective by the Commission as soon as reasonably practicable. In addition, the Company shall use reasonable best efforts to keep the Subsequent S-1 Shelf continuously effective, supplemented and amended in not subject to any stop order, injunction or other similar order to permit the Prospectus included therein to be lawfully delivered by the Holders or requirement of the Registrable Securities during each Permitted Trading Period Commission, until the earlier of (a) the date on which the Subsequent S-3 Shelf (as defined below) for is effective and (b) the Holders subject date that all Registrable Securities covered by the Subsequent S-1 Shelf shall cease to Section 2.6(abe Registrable Securities (such earlier date, the “Subsequent S-1 Shelf Expiration Date”). Further, until the Subsequent S-1 Shelf Expiration Date, the Company will file any supplements or at all times (except during a General Blackout Period) for all other Holders, beginning on the post-effective date of the Shelf Registration Statement and ending on the earlier of amendments required to be filed by applicable law so that (i) the date on which all Subsequent S-1 Shelf does not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or statements therein not misleading and (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period")Company complies with its obligations under Item 512(a)(1) of Regulation S-K; provided, however, that prior these obligations remain subject to the termination of such Shelf Registration pursuant Company’s rights under Section 5. Upon the Company becoming eligible to clause (i)register the Registrable Securities for resale by the Holders on Form S-3, the Company shall first furnish use reasonable best efforts to each Holder of Registrable Securities participating in such amend the Subsequent S-1 Shelf to a Shelf Registration (A) an opinion, Statement on Form S-3 or file a Shelf Registration Statement on Form S-3 in form and substance satisfactory to the Majority Holders substitution of the RegistrationSubsequent S-1 Shelf (the “Subsequent S-3 Shelf”) and cause the Subsequent S-3 Shelf to be declared effective as soon as reasonably practicable thereafter. After the Subsequent S-3 Shelf becomes effective, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used use its reasonable best efforts to keep the Registration Statement effective during the Subsequent S-3 Shelf Registration Period if it voluntarily takes continuously effective, and not subject to any action that would result in Holders stop order, injunction or other similar order or requirement of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during Commission, until the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing date that all or any part of the Registrable Securities covered by the Subsequent S-3 Shelf shall cease to be Registrable Securities. 1.6 Upon the request of any Holder whose Registrable Securities are not included in an effective Shelf Registration Statement be offered by means at the time of a firm commitment Underwritten Offeringsuch request, the Company shall cause use its reasonable best efforts to amend the Initial S-1 Shelf, the Replacement S-3 Shelf, the Subsequent S-1 Shelf or the Subsequent S-3 Shelf, as applicable, to include the Registrable Securities of such Holder; provided that the Company shall not be filed with required to so amend such registration statement more than once every 90 days; and provided further that such Holder timely delivers all such information regarding the SEC distribution of such Registrable Securities and such other information relating to such Holder and its Registrable Securities as soon as practicable any necessary or appropriate supplement the Company may reasonably request. Within five Business Days after receiving a request pursuant to the Shelf Registration Statement in order to effect such Underwritten Offering. In such caseimmediately preceding sentence, the sole or managing Underwriters Company shall give written notice of such request to all other Holders and any additional investment bankers shall include in such amendment all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten Business Days after the Company’s giving of such notice; provided that each requesting Holder timely delivers all such information regarding the distribution of such Registrable Securities and managers such other information relating to be used in connection with such registration shall be selected Holder and its Registrable Securities as the Company may reasonably request; and provided further that the Company receives such information within the deadline presented by the Company, subject which deadline shall not be more than five Business Days prior to the approval anticipated filing of such Majority amendment, but in no event earlier than three Business Days after the notice of the request for such information is given. 1.7 Notwithstanding any other provision of this Agreement, if any Commission Guidance sets forth a limitation of the number of Registrable Securities to be registered on a particular Shelf Registration Statement (notwithstanding the Company’s commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), which limitation exceeds the number of Registrable Securities not then registered, then, except to the extent that a Holder waives its right to have its Registrable Securities registered on such Shelf Registration Statement, the amount of Registrable Securities to be registered on such Shelf Registration Statement will be correspondingly reduced pro rata among the Holders based on the total number of unregistered Registrable Securities held by such Holders (such approval not reduced Registrable Securities, the “Removed Shares”). In the event of a share removal of the Holders pursuant to be unreasonably withheld)this Section 1.7, the Company shall use its commercially reasonable efforts to promptly register the resale of any Removed Shares pursuant to this Section 1, whether by way of amending the applicable Shelf Registration Statement or by filing a new Shelf Registration Statement.

Shelf Registration Statement. (a) The Company: (A) shall cause to be filed with the SEC, on or before December 31September 30, 20012003, a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) through the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) such shorter period that will terminate on the date on which no Holder owns any all of the Registrable Securities have been sold pursuant to an effective registration statement (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i)Period, the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statementrestrictions. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEClaw. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld).

Shelf Registration Statement. 2.1.1 As promptly as reasonably practicable following the Closing but in any event within fifteen (a15) The Company: days following the Closing, the Corporation shall (Ai) shall cause to be filed prepare and file with the SEC, on or before December 31, 2001, Commission a shelf registration statement Registration Statement (the "“Shelf Registration Statement"”) on an appropriate form under that provides for the resale of all Registrable Securities Act, relating solely then held by or issuable to the offer and sale of all the Holders (including any Registrable Securities by that any Holder may be entitled to receive upon any Exchange (as defined in the Holders thereof from time to time Exchange Agreement) of any Class B Units in accordance with the methods of distribution specified by terms and subject to the Initial Holder as conditions set forth in the Registration Statement and Exchange Agreement) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act; Act or any successor rule thereto and (Bii) shall use its reasonable best efforts and act in good faith to have such cause the Shelf Registration Statement to be declared effective by the SEC Commission as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder thereafter (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep date the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered is declared effective by the Holders Commission being the “Shelf Effective Date”), but in any event not later than the earlier of (a) forty-five (45) days (or ninety (90) days if the Registrable Securities during each Permitted Trading Period Commission notifies the Corporation that it will “review” the Registration Statement) after the Closing and (as defined belowb) for the Holders fifth (5th) Business Day after the date the Corporation is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to Section 2.6(a), or at all times (except during further review. The plan of distribution contained in a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement (or related Shelf Supplement) shall be in the form attached as Exhibit A hereto, unless otherwise determined by the Holders. The Corporation shall prepare and file with the Commission such amendments, post-effective amendments and supplements, including Shelf Supplements, to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities subject thereto for a period ending on the earlier of thirty-six (i36) months after effective date of such Registration Statement and the date on which all of the Registrable Securities covered by such Shelf Registration may be subject thereto have been sold or distributed pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during or cease to be Registrable Securities. 2.1.2 At any time that the Shelf Registration Period Statement is effective, if it voluntarily takes any action that would result in Holders a Holder of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement delivers a notice to the Corporation (a “Shelf Takedown Notice”) stating that the holder intends to effect an offering of all or part of its Registrable Securities included in the Shelf Registration Statement (a “Shelf Takedown”) and the Corporation is eligible to use the Shelf Registration Statement for such Shelf Takedown, then the Corporation shall take all actions reasonably required, including amending or supplementing (a “Shelf Supplement”) the Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated by means such Shelf Takedown Notice. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown. Except as set forth in subsections 2.1.3 and 2.1.4, the Corporation shall not be obligated to effect requests set forth in a firm commitment Shelf Takedown Notice through an Underwritten Offering. 2.1.3 A majority-in-interest of the Holders initiating any Shelf Takedown shall have the right to demand an offering in the form of an Underwritten Offering if the gross proceeds of such offering is reasonably expected to exceed $25,000,000 in the aggregate. If any Shelf Takedown is an Underwritten Offering, the Company shall cause to be filed with holders of a majority of the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement Registrable Securities participating in order to effect such Underwritten Offering. In Offering shall have the right to select the managing Underwriter or Underwriters to administer the offering related to such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the CompanyShelf Takedown, subject to the approval consent of such Majority Holders (such approval the Corporation, which consent shall not to be unreasonably withheld. 2.1.4 If a Holder of Registrable Securities wishes to engage in an underwritten block trade off a Shelf Registration Statement (a “Block Trade”), then such Holder shall notify the Corporation of such Block Trade not less than five (5) Business Days prior to the day such offering is to commence. The Corporation shall use its reasonable best efforts to facilitate and consummate such offering (which may close as early as three (3) Business Days after the date it commences); provided that the Holder shall use its reasonable best efforts to work with the Corporation and the Underwriters prior to making such request in order to facilitate preparation of the Registration Statement, Prospectus and other offering documentation related to the Block Trade. The Corporation shall, at the request of the Holder, file any prospectus supplement or any post-effective amendments and otherwise take any reasonable action necessary to include therein all disclosure and language deemed necessary or advisable by the Holder to effect such Block Trade. A Holder of Registrable Securities shall be entitled to engage in underwritten Block Trades without any limitation based on the expected proceeds of such transaction; provided, however, that the applicable Holder(s) shall (i) be entitled to two underwritten Block Trades representing gross proceeds of less than $25,000,000 each under this Agreement with all reasonable fees and expenses paid for by the Corporation as otherwise set forth herein and (ii) to the extent that, in any period of twelve (12) consecutive months there are more than two (2) underwritten Block Trades representing gross proceeds of less than $25,000,000, the applicable Holder(s) shall reimburse the Corporation for the reasonable fees and expenses of the Corporation’s independent registered public accountants and counsel for the Corporation incurred in connection with any such additional underwritten Block Trades.

Shelf Registration Statement. (a) If (i) because of any change in law or in applicable interpretations thereof by the staff of the Commission, the Company is not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not consummated within 180 days of the date of this Agreement, (iii) Lazard so requests with respect to the Notes (or the Private Exchange Notes) not eligible to be exchanged for Exchange Notes in the Registered Exchange Offer and held by it following consummation of the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible to participate in the Registered Exchange Offer or, in the case of any Holder (other than an Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive freely tradable Exchange Notes on the date of the exchange, the Company shall take the following actions: (i) The Company: Company shall use its reasonable best efforts, at its cost, as promptly as practicable (Abut in no event more than the later of (i) 60 days after the Issue Date and (ii) 30 days after so required or requested pursuant to this Section 2), to file with the Commission and thereafter shall use its reasonable best efforts to cause to be filed with the SEC, on or before December 31, 2001, declared effective a shelf registration statement (the "Shelf Registration Statement" and, together with the Exchange Offer Registration Statement, a "Registration Statement") on an appropriate form under the Securities Act, Act relating solely to the offer and sale of all the Registrable Securities Transfer Restricted Notes (as hereinafter defined) by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Shelf Registration Statement and Rule 415 under the Securities Act; and Act (B) shall use its best efforts to have such hereinafter, the "Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002Registration"); provided, however, that no Holder (other than the Initial HolderOwner Trustee and Lazard) shall be entitled to have the Registrable Securities held by it covered by such Shelf Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such HolderHolder (including certain indemnification obligations). (bii) The Company shall use its reasonable best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended effective in order to permit the Prospectus prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period relevant Securities, for a period of two years (as defined or for such longer period if extended pursuant to Section 3(j) below) for from the Holders subject to Section 2.6(a), Issue Date or at such shorter period that will terminate when all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of Securities covered by the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may have been sold pursuant thereto or can be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior thereof. Subject to the termination of such Shelf Registration pursuant to clause (iSection 6(b), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Registration Period requisite period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Periodthat period, unless such action is required by applicable law law; provided, however, that the Company shall not be deemed to have voluntarily taken any such action if it enters, in good faith, into negotiations concerning, or the SECexecutes and delivers any agreement or other document relating to, any business combination, acquisition or disposition. (ciii) If at Notwithstanding any time other provision of this Agreement to the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offeringcontrary, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement and the related prospectus and any amendment or supplement thereto, as of the effective date of the Shelf Registration Statement, amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Securities Act and the rules and regulations of the Commission and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to effect make the statements therein, in light of the circumstances under which they were made, not misleading. (b) No Holder of Securities may include any of its Securities in the Shelf Registration Statement unless such Underwritten Offering. In Holder furnishes to the Company in writing, within 10 business days after receipt of a request therefor (which initial request shall be made within 40 days after the Issue Date to the Holders of record on a date not more than 5 days prior to such caserequest), such information and representations and warranties as the sole or managing Underwriters and any additional investment bankers and managers to be used Company may reasonably request for use in connection with such registration the Shelf Registration Statement or prospectus or preliminary prospectus included therein. No Holder of Securities shall be selected entitled to Special Interest, pursuant to Section 6 hereof, if such Holder's Securities are excluded from the Shelf Registration Statement because such Holder failed to furnish the Company in writing such information and representations and warranties reasonably requested by the Company, subject Company for use in connection with the Shelf Registration Statement or prospectus or preliminary prospectus included therein. Each Holder as to which the Shelf Registration Statement is being effected agrees to furnish promptly to the approval of such Majority Holders (such approval not Company all information required to be unreasonably withheld)disclosed in order to make the information previously provided to the Company by such Holder not misleading.

Shelf Registration Statement. (a) The Company: (A) shall cause Company agrees to be filed file with the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as reasonably practicable thereafterafter the Closing Date, but in no event later than June 30the Filing Date, 2002; provideda Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Securities or separate Registration Statements for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Preferred Stock constituting Transfer Restricted Securities and all of the Common Stock constituting Transfer Restricted Securities, howeverrespectively (such Registration Statement or Statements, that no Holder collectively, the "Shelf Registration Statement"). Each Shelf Registration Statement shall be on Form S-3 under the Securities Act or another appropriate form selected by the Company permitting registration of such Transfer Restricted Securities for resale by the Holders in the manner or manners reasonably designated by Holders of a majority in interest of Transfer Restricted Securities being sold (including, without limitation, up to three underwritten offerings). The Company shall not permit any securities other than the Initial Holder) Transfer Restricted Securities to be included in any Shelf Registration Statement (except in the case of any underwritten offering of Common Stock which constitutes Transfer Restricted Securities, the Company shall be entitled to have the Registrable Securities permit shares of Common Stock held by it covered ALZA Corporation in compliance with registration rights granted to ALZA Corporation by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) Company). The Company shall use its best all reasonable efforts to cause each Shelf Registration Statement to be declared effective pursuant to the Securities Act as soon as reasonably practicable following the filing thereof and to keep the each Shelf Registration Statement continuously effective, supplemented and amended in order to permit effective under the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) Act for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) two years after the date on which all of the Registrable Securities covered by such Shelf Registration may be shares of Preferred Stock are sold (including those sold pursuant to Rule 144(kthe over-allotment option granted to the Purchasers in the Purchase Agreement) under to the Securities Act Purchasers (or any successor provision having similar effectsubject to extensions pursuant to Sections 2(d) without any volume, manner of sale or other restrictions, or and 2(e) hereof) (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Effectiveness Period"); provided, however, that prior to the termination of or such Shelf Registration pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by the Shelf Registration Statement be offered by means of a firm commitment Underwritten Offering, the Company shall cause shorter period ending when there cease to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)Transfer Restricted Securities outstanding.

Shelf Registration Statement. As soon as practicable but no later than [thirty (a30)]1 Business Days after the date hereof (the “Filing Date”), the Company shall prepare and file with (or confidentially submit to) The Company: (A) shall cause to be filed with the SEC, on or before December 31, 2001, Commission a shelf registration statement under Rule 415 of the Securities Act (the "such registration statement, a “Shelf Registration Statement"”) on an appropriate form under covering the Securities Act, relating solely to the offer and sale resale of all the Registrable Securities by the Holders thereof from time (determined as of two Business Days prior to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement such filing) on a delayed or continuous basis and Rule 415 under the Securities Act; and (B) shall use its best commercially reasonable efforts to have such Shelf Registration Statement declared effective by the SEC as soon as practicable thereafter, but in after the filing thereof and no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (ix) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act 60th Business Day (or any successor provision having similar effect80th Business Day if the Commission notifies the Company that it will “review” the Registration Statement) without any volume, manner of sale or other restrictions, or following the date hereof and (iiy) the 10th Business Day after the date on which no Holder owns any Registrable Securities the Company is notified (orally or in any writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (such caseearlier date, such period being called the "Shelf Registration Period"“Effectiveness Date”); provided, however, that prior if the Commission is closed for operations due to a government shutdown, the termination Effectiveness Date shall be extended by the same amount of such days that the Commission remains closed for operations. Such Shelf Registration pursuant to clause (i), the Company Statement shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel provide for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner resale of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than therein pursuant to an effective registration statementany method or combination of methods legally available to, and requested by, any Holder named therein. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during maintain the Shelf Registration Period if it voluntarily takes any action that would result Statement in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf Registration Statement continuously effective, available for use to permit all Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) Securities. If at any time the Majority Holders request in writing that all Company shall have qualified for the use of a Registration Statement on Form S-3 or any part other form that permits incorporation of the Registrable Securities covered substantial information by reference to other documents filed by the Company with the Commission and at such time the Company has an outstanding Shelf Registration Statement be offered by means of a firm commitment Underwritten Offeringon Form S-1, then the Company shall cause use its commercially reasonably efforts to be filed with the SEC as soon as practicable any necessary or appropriate supplement to the convert such outstanding Shelf Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheld)on Form S-1 into a Shelf Registration Statement on Form S-3.

Shelf Registration Statement. (a) The Company: On or prior to the later to occur of (Ax) the Closing and (y) the date on which the Company has filed the Form 8-K (which shall cause be no later than 71 days following the initial Form 8-K announcing the Closing) including financial information required by Item 9.01(a) in relation to the Acquired Companies, or to the extent the Company cannot satisfy the requirements of Item 9.01(a) of Form 8-K prior to such 71 days, the date on which the SEC provides relief from such Form 8-K requirement, the Company shall have filed a registration statement covering the registration of all Shares held by the Company Stockholders as of Closing and shall use its reasonable best efforts to maintain an effective registration statement on Form S-3 (“Form S-3”), or if the Company is not eligible to use Form S-3, an effective registration statement on Form S-1, or any successor forms thereto, providing for an offering to be filed with the SEC, made on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely continuous basis pursuant to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and Act (B) shall use its best efforts to have any such registration statement, a “Shelf Registration declared effective by Statement”), which may be in the SEC form of an automatic shelf registration statement (as soon as practicable thereafterdefined in Rule 405 under the Securities Act), but in no event later than June 30if available, 2002; provided, however, that no Holder (or any other than the Initial Holder) shall be entitled to have the registration statement registering all Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing the Company Stockholders as of Closing. For the avoidance of doubt, a filing prior to the expiration of the Lock Up Period shall not on its own be bound by all deemed a waiver of the provisions of 1.9(a) hereof. For the avoidance of doubt, the Company may satisfy its obligations with respect to the effectiveness of a Shelf Registration Statement by filing with the Commission and providing the Company Stockholders with a prospectus supplement under a “universal” or other Shelf Registration Statement of the Company that also registers sales of securities for the account of the Company or other holders (provided that, for the avoidance of doubt, the Company shall comply with all of its other obligations under this Agreement applicable with respect to a Shelf Registration Statement, including Section 1.2(b)), it being agreed that, if available, the Company shall file such Holdera prospectus supplement in lieu of a new Shelf Registration Statement, unless the Company and the Company Stockholders otherwise agree. (b) The Subject to Section 1.2(c), the Company shall will use its reasonable best efforts to keep the a Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on until the earlier of (i) the date on which all the total amount of the Registrable Securities covered by as of such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or date is not a Registrable Amount; and (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior to the termination of such Shelf Registration this Agreement terminates pursuant to clause (i), the Company shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SECSection 3.1. (c) If at any Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the Majority Holders request in writing that all or any part Company Stockholders whose Registrable Securities are registered under the Shelf Registration Statement, to require such Company Stockholder to suspend the use of the prospectus for sales of Registrable Securities covered by under the Shelf Registration Statement be offered by means during any Blackout Period. In the event of a firm commitment Underwritten OfferingBlackout Period, the Company shall cause deliver to be filed with such Company Stockholder a certificate signed by the SEC chief executive officer, the chief financial officer or the general counsel of the Company certifying that, in the good faith judgment of the Company, the conditions described in the definition of Blackout Period are met. After the expiration of any Blackout Period and without any further request from a Company Stockholder, the Company to the extent necessary shall as soon promptly as reasonably practicable any necessary prepare a post-effective amendment or appropriate supplement to the Shelf Registration Statement or the prospectus, or any document incorporated therein by reference, or file any other required document or financial statements, so that, as thereafter delivered to purchasers of the Registrable Securities included therein, the prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company shall promptly, not more than two (2) Business Days, provide written notice to the Company Stockholders whose Registrable Securities are registered under the Shelf Registration Statement of the expiration of any Blackout Period. (d) At any time that a Shelf Registration Statement is effective, if one or more Demanding Shareholders deliver a notice to the Company (a “Take-Down Notice”) stating that such Demanding Shareholder intends to (i) sell a Registrable Amount of Registrable Securities (which Take-Down Notice shall specify the maximum number of Registrable Securities intended to be sold by such Demanding Shareholder) on the Shelf Registration Statement in an Underwritten Offering or (ii) distribute Registrable Securities (which Take-Down Notice shall specify the maximum number of Registrable Securities intended to be distributed by such Demanding Shareholder) on the Shelf Registration Statement (each, a “Shelf Offering”), the Company shall, promptly, and in a manner reasonably agreed with such Demanding Shareholder(s) (and in any event within (i) five (5) Business Days after the receipt of a Take-Down Notice for any Marketed Underwritten Shelf Offering, (ii) two (2) Business Days after the receipt of a Take-Down Notice for any Non-Marketed Underwritten Shelf Offering and (iii) one (1) Business Day after receipt of a Take-Down Notice for any other Shelf Offering, in each case, unless a longer period is agreed to by the Demanding Shareholder(s) representing a majority of the Registrable Securities that made the Take-Down Notice), amend or supplement the Shelf Registration Statement as may be necessary in order to effect enable such Underwritten Registrable Securities to be sold or distributed pursuant to the Shelf Offering. In such case, The Demanding Shareholder(s) holding a majority of the sole or managing Underwriters and any additional investment bankers and managers Registrable Securities to be used sold or distributed in connection with such registration the Underwritten Offering shall be selected by have the Companyright to select the underwriter(s) for any Underwritten Offering conducted pursuant to a Take-Down Notice (which shall consist of one or more reputable nationally-recognized investment banks), subject to the Company’s prior approval of such Majority Holders (such approval which shall not to be unreasonably withheld, conditioned or delayed). The Demanding Shareholders may demand, pursuant to this Section 1.2(d), (i) in the aggregate, not more than six (6) Shelf Offerings and (ii) not more than three (3) Shelf Offerings in any twelve (12)-month period. (e) The Company shall not be obligated to effect any Shelf Offering (A) within 60 days of an Underwritten Offering in which the Company Stockholders were offered “piggyback” rights pursuant to Section 1.1 (subject to Section 1.1(b)) and at least 80% of the number of Registrable Securities requested by the Company Stockholders to be included in such Underwritten Offering were included and sold or (B) within 60 days of the completion of any Shelf Offering. (f) In the event any Company Stockholder requests to participate in a registration pursuant to this Section 1.2 in connection with a Permitted Distribution in Kind, such registration shall provide for resale by such members, shareholders, partners or other direct or indirect holders of interests, if requested by the Company Stockholder and subject to such members, shareholders, partners or other direct or indirect holders of interests providing such cooperation to the Company as would be required if such partners or members were Company Stockholders under this Agreement. Furthermore, the Company will assist with such Permitted Distribution in Kind in the manner reasonably requested by such Company Stockholder and in compliance with the Securities Act and the Exchange Act, as applicable.

Shelf Registration Statement. (a) The Company: (A) On or prior to the Filing Deadline, the Company shall cause to be filed prepare and file with the SEC, on or before December 31, 2001, Commission a shelf registration statement (the "Shelf Registration Statement") on an appropriate form under the Securities Act, relating solely to the offer and sale of all the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution specified by the Initial Holder as set forth in the Registration Statement and Rule 415 under covering the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions resale of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered by the Holders of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities not previously covered by such Shelf an existing and effective Registration may Statement for an offering to be sold made on a continuous basis pursuant to Rule 144(k) under 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such other means of distribution of Registrable Securities Act as the Holders may reasonably specify (the “Initial Registration Statement”). The Initial Registration Statement shall be on F- 1 or S-1 (or any successor provision having similar effectsuch shorter registration form as may then be available to the Company), as may then be applicable to the Company, and shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) without any volumethe “Plan of Distribution” section substantially in the form attached hereto as Annex A (which may be modified to respond to comments, manner if any, provided by the Commission). Notwithstanding the registration obligations set forth in this Section 2, in the event the Commission informs the Company that all of sale or other restrictionsthe Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale on a continuous basis as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments to the Initial Registration Statement as required by the Commission to permit offers and sales of the Registrable Securities pursuant to the Initial Registration Statement, or (ii) withdraw the date on which no Holder owns any Initial Registration Statement and file one or more new registration statements (together, the “New Registration Statement”), in either case covering the maximum number of Registrable Securities (in any such casepermitted to be registered by the Commission, such period being called on the "Shelf Registration Period")applicable form; provided, howeverhowever , that prior to the termination of filing such Shelf amendment or New Registration pursuant to clause (i)Statement, the Company shall first furnish be obligated to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory use its commercially reasonable efforts to advocate with the Majority Holders of the Registration, of counsel Commission for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner registration of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders all of the Registrable Securities covered thereby not being able in accordance with the SEC Guidance, including without limitation, the Compliance and Disclosure Interpretation 612.09 with respect to offer and sell such the Securities Act Rule 415, dated Jan. 26, 2009, compiled by the Commission’s Division of Corporation Finance. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities during permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Shelf Registration PeriodCompany used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such action is required Registration Statement will first be reduced by applicable law Registrable Securities not acquired pursuant to the Purchase Agreement or the SEC. Placing Agreement (c) If at any time the Majority Holders request in writing that all whether pursuant to registration rights or any part of the otherwise), and second by Registrable Securities covered represented by holders of Warrant Shares (applied, in the case that some Warrant Shares may be registered, to such Holders on a pro rata basis based on the number of unregistered Warrant Shares held by such Holders), and third by Registrable Securities represented by Shares (applied, in the case that some Shares may be registered, to such Holders on a pro rata basis based on the number of unregistered Shares held by such Holders), subject to a determination by the Shelf Commission that certain Holders must be reduced first based on the number of Shares and Warrant Shares held by such Holders. In the event the Company amends the Initial Registration Statement be offered by means of or files a firm commitment Underwritten OfferingNew Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company shall cause will use its commercially reasonable efforts to be filed file with the Commission, as promptly as allowed by Commission or SEC as soon as practicable any necessary or appropriate supplement Guidance provided to the Shelf Company or to registrants of securities in general, one or more registration statements on the applicable form (the “Remainder Registration Statement in order to effect such Underwritten Offering. In such case, the sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Company, subject to the approval of such Majority Holders (such approval not to be unreasonably withheldStatements”).

Shelf Registration Statement. (a) The Company: (A) shall cause to be filed In connection with the SEC, on or before December 31, 2001, a shelf registration statement (the "Shelf Registration Statement", the Issuers and the Guarantors shall: (i) comply with all the provisions of Section 6(c) below and use all of their respective commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof (as indicated in the information furnished to the Issuers pursuant to Section 4(b) hereof), and pursuant thereto the Issuers and the Guarantors will prepare and file with the Commission a Registration Statement relating to the registration on an any appropriate form under the Securities Act, relating solely to which form shall be available for the offer and sale of all the Registrable Transfer Restricted Securities by the Holders thereof from time to time in accordance with the intended method or methods of distribution specified by thereof within the time periods and otherwise in accordance with the provisions hereof, and (ii) issue, upon the request of any Holder or purchaser of Initial Holder as set forth in the Registration Statement and Rule 415 under the Securities Act; and (B) shall use its best efforts to have such Shelf Registration declared effective by the SEC as soon as practicable thereafter, but in no event later than June 30, 2002; provided, however, that no Holder (other than the Initial Holder) shall be entitled to have the Registrable Securities held by it Notes covered by such Registration Statement unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. (b) The Company shall use its best efforts to keep the any Shelf Registration Statement continuously effective, supplemented and amended in order to permit the Prospectus included therein to be lawfully delivered contemplated by this Agreement; provided that such Holder provides all documentation reasonably requested by the Holders Issuers in connection with such issuance, Exchange Notes having an aggregate principal amount equal to the aggregate principal amount of the Registrable Securities during each Permitted Trading Period (as defined below) for the Holders subject Initial Notes sold pursuant to Section 2.6(a), or at all times (except during a General Blackout Period) for all other Holders, beginning on the effective date of the Shelf Registration Statement and ending on the earlier of (i) the date on which all of the Registrable Securities covered by such Shelf Registration may be sold pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions, or (ii) the date on which no Holder owns any Registrable Securities (in any such case, such period being called the "Shelf Registration Period"); provided, however, that prior surrendered to the termination of such Shelf Registration pursuant to clause (i), Issuers for cancellation; the Company Issuers shall first furnish to each Holder of Registrable Securities participating in such Shelf Registration (A) an opinion, in form and substance satisfactory to the Majority Holders of the Registration, of counsel for the Company satisfactory to the Majority Holders stating that such Registrable Securities are freely saleable pursuant to Rule 144(k) under the Securities Act (or any successor provision having similar effect) without any volume, manner of sale or other restrictions or (B) a "No-Action Letter" from the staff of the SEC stating that the SEC would not recommend enforcement action if the Registrable Securities included in such Shelf Registration were sold in a public sale other than pursuant to an effective registration statement. The Company shall be deemed not to have used its best efforts to keep the Registration Statement effective during the Shelf Registration Period if it voluntarily takes any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell such Registrable Securities during the Shelf Registration Period, unless such action is required by applicable law or the SEC. (c) If at any time the Majority Holders request in writing that all or any part of the Registrable Securities covered by register Exchange Notes on the Shelf Registration Statement be offered by means for this purpose and issue the Exchange Notes to the purchaser(s) of a firm commitment Underwritten Offering, the Company shall cause to be filed with the SEC as soon as practicable any necessary or appropriate supplement securities subject to the Shelf Registration Statement in order the names as such purchaser(s) shall designate. (iii) At any time after the effectiveness of the Shelf Registration Statement, if Issuers determine in good faith for valid business reasons not to effect such Underwritten Offering. In such casedisclose the existence of or facts surrounding any proposed or pending material corporate transaction or other material development involving the Issuers or the Guarantors, the sole or managing Underwriters and any additional investment bankers and managers Issuers may allow the Shelf Registration Statement to fail to be used effective or the Prospectus contained therein to be unusable as a result of such nondisclosure for up to forty-five (45) days in connection with such registration any three-month period or ninety (90) days in any year during the two-year period of effectiveness required by Section 4 hereof and no Additional Interest shall be selected become payable by the Company, subject to Issuers or the approval Guarantors as a result of any such Majority Holders (such approval not Shelf Registration Statement failing to be unreasonably withheldeffective or any such Prospectus being unusuable pursuant to this Section 6(b)(iii). Upon the occurrence of a transaction or development described above, the Issuers shall notify the Holders as promptly as practicable and, if requested by such Holders, confirm such notice in writing.